Mirror, Mirror
by Jabberwocking
Summary: When superpowered crimelord Leila Whittaker's dark past catches up to her, she's given an easy choice: SHIELD or prison. Of course, Leila has her own reasons for taking up the badge, and they don't include becoming a superhero. But you know. But life is what happens when you're making other plans. Or whatever. Eventual Steve/OC.
1. pre-avengers i

**Full Summary:** When crimelord Leila Whittaker's dark past suddenly catches up with her, she's given an easy choice: S.H.I.E.L.D., or prison. Unsurprisingly, she chooses the former.

Little does S.H.I.E.L.D. know, Leila's not here just to keep her freedom and pay off her debt to society. She has her own reasons for taking up the badge. On her agenda: find a man she's heard only whispers about, the one who can change her life. Not on her agenda: become a superhero, stop an alien invasion, and fall in love with a costumed war hero.

But you know. Life is what happens when you're busy making other plans.

Or whatever.

 **Opening Notes:** Hey everyone! So I have a full story into thing on my profile (including why I chose the rating, trigger warnings, a more comprehensive ship list, etc) and you can go check that out if you want. In the meantime I'll try and keep this short and sweet.

This is my first Marvel fic and I'm VERY excited about it. I have a lot of stuff planned that I'm really excited to write. This story is about an original Avenger character, and it's a very very slowburn Steve/OC. I personally picture Nina Dobrev as Leila's faceclaim/actress/whatever, but you can picture her however you like.

This story starts starts pre-Avengers but jumps into that plotline pretty quickly, and goes through a number of other MCU movies and original plots and then through Age of Ultron and beyond. (I'm hoping to take it all the way through both parts of Infinity War but am unable to really plan for it for what I'm assuming are obvious reasons.)

Like I said, I'm super excited about this story and I hope that you guys enjoy it as much as I do. And I'd really love it if you could leave a review and let me know what you think!

 **Prologue**

" _Time to give into the kindness of strangers."_

 _ **-Kinda Outta Luck/Lana del Rey**_

Clint hates police precincts.

It's not that he hates police, usually. Out on the street, he has nothing against them, as long as they stay out of his way. Which they almost always do, and when they don't it's only long enough for him to flash his S.H.I.E.L.D. badge. Which he hates having to do, for the same reason he hates being inside police precincts.

He's been the guy with the badge for a long time now, but there's parts of him that don't believe it. There's parts of him that are still the circus thief, and he feels like he's pretending when he pulls out a badge and tells a cop to get out of his way, that he's got it handled.

Those parts of him are easy to ignore, mostly, but they get louder when he's inside a police precinct. The criminal in him feels like he's in the belly of the beast, _get out while you still can, you idiot,_ _ **RUN-**_

The criminal in him sounds a lot like his brother, actually.

Clint sets his badge on the counter. "I'm Agent Barton I'm here to see Leila Whittaker this is now a federal case," he recites boredly. It's actually technically an international one, but "federal" invites less questions.

The woman behind the counter shoots him a nasty look-it's always an insult, having a case that seems perfectly ordinary snatched by the higher ups (again: he _cannot believe_ that he, somehow, now counts as The Higher Ups) but he knows that if any of them knew what they were really dealing with, they'd be grateful to have the problem taken off their hands.

The woman stands up, says "Follow me," and heads off down a hallway. He does.

When Coulson first gave them the assignment, Clint thought it was below their pay grade, because on paper it seemed like a simple recruitment operation-talk to the girl, tell her she can join S.H.I.E.L.D. or go to prison.

Then he read her file, and suddenly it felt like a matter of public safety and secrecy, and very much within their paygrade. Above it, even.

And yet, here he is.

The woman unlocks interrogation room for him. "There you go, _agent_ ," she says disdainfully.

"Much obliged, officer," he replies carelessly, and steps inside.

Leila Whittaker looks like she did in her file-a tall, wasp-waisted brunette-except that she looks older now than she did in the pictures, which means she's been doing a decent job at staying off the radar, and that she's added a hot pink streak to her hair that wasn't there before.

And she carries herself the way you'd expect a person of mass destruction to do so-like she doesn't have a care in the world.

After Clint read her file, he asked Coulson if they knew what abilities the kid had picked up since they lost track of her.

"No idea," was all the bastard'd had to say. "Best of luck."

Whittaker looks at him. "Are you my lawyer?" she asks sarcastically. "Cause-"

Clint doesn't bother trying to think of a quip, just snaps the bracelets onto her wrists before she realizes what he's doing, and then sits down and hopes they work.

"Sorry, you'll need those for the arraignment," he says in his best lawyer voice, before he can help himself. "Oh, look at that! I wasn't gonna do a line, but it happened."

Whittaker doesn't look amused. He stops smiling. On the plus side, the bracelets seem to be working. That or she's decided to hold back now. Either way, they haven't had the opposite effect of making her uncontrollably _more_ powerful, so he's calling it a win for now.

The girl studies the bracelets carefully, and spends a moment or two trying to pry one off. It doesn't give.

She sighs and looks up at him. "Well?"

Clint studies her and leaned forward. "Tell me something, kid. You could've been out of here before anyone knew you were here to begin with. Is there a reason you decided to stick around, or are you just holding a 2-7?"

Whittaker studies him. Her face is mostly blank, but he can tell from her posture, from a slight widening of her eyes, that she's distinctly uncomfortable with him in a way that she wasn't before. She didn't know he knew.

She's still trying to get the bracelets off. She's trying to make it look like she's just rubbing her wrists out of discomfort. She probably thinks she's being subtle, and maybe it would work on someone else, but Clint's a spy-and more importantly, he's tried that trick before himself. With handcuffs instead of weird scifi superpower-negating bracelets, but it's a similar concept.

"I don't know what you're talking about," she replies nonchalantly.

"Really." Clint tilts his head to the side, annoyed, and slides her a file. _Her_ file. "Do you know what happened in December of 2004?" he asks. "Because I do."

Whittaker blanches at this, but keeps her poker face in place and opens the file. She flips through it for a moment, then looks up.

"Feel like cooperating now?" he asks.

"That'd be easier to answer if I knew who I was cooperating with," she replies. Her voice is steady, sounding only mildly annoyed. He's vaguely impressed. "For everything you seem to know about me, I don't know anything about you."

Clint leans forward. "I'm Agent Barton. I'm with the Strategic Homeland Intervention, Enforcement and Logistics Division."

"That sounds made up."

"Okay, I'm with S.H.I.E.L.D."

"That still sounds made up."

"Yeah, well...it's not, okay? It's a thing."

"You sound defensive."

"You sound like a murderer."

The smirk falls from Whittaker's face, and her entire body language changes. She stiffens; her face goes more flat than before. Her eyes turn steely and cold.

"You sound like someone who needs to get to the goddamn point or stop wasting my fucking time," she snaps.

Clint shrugs. "Fair." He leans forward. "I'm hear to offer you a deal."

He waits for her to respond, but she gives him a look, like, _okay? are you gonna elaborate? or._ So he does.

"You can either spend the rest of your life in a specially designed cell that'll cut off all access to your abilities."

"That doesn't sound like something you're legally allowed to do-"

"- _or_ ," he continues, trying not to sound as annoyed as he is at her interruption, "you can join our organization and help us take down people like you."

"People like me."

"People with abilities. People using those abilities to cause trouble."

Whittaker tilts her head, looking intrigued. "And why do you want a _murderer_ working for you?"

"It's not like we know of any non-murder-y people who can steal other people's superpowers."

"I don't steal them, I cop-" Whittaker shuts her mouth suddenly, as if she feels she's said too much. She studies him, and then says "So the offer is that I can either use my...skillset, to help your shady as fuck X-files department, or you'll take them away?"

"Take the X-oh. Your-oh. Yeah, that's the offer on the table."

She studies him another moment, and then shrugs. "Okay."

"Okay?"

"Sure." She leans back in her chair. "Do you guys have health insurance?"

"Uhm. Yeah, we get health insurance." He's slightly unsettled at the ease with which she seems to have made this decision-she seems genuinely relaxed now, not the faux-cavalier attitude she had when he first came in-but he brushes it off. "You don't end up using it a lot, cause they give you a mandatory check-up after missions and you kinda figure if SHIELD's best and brightest don't notice that you have, like, a tumor or whatever, then you probably don't have one-but, that's not my conversation to have. We'll have someone debrief you before you sign anything. At least, they did that with me; I'm not sure what the protocol is for…" he gestures vaguely in her direction.

She smirks. "Well, thanks for the heads-up, Agent Barton."

He just glares, and stands up. "Extraction's waiting three blocks away," he tells her. "I have a car outside. Try to act natural."

"I'll do my best."

* * *

 _ **Five Days**_

 _ **Three Years**_

 _ **Four Months**_

 _ **And Sixteen Hours Later**_

"So why do you want to join S.H.I.E.L.D.?"

Agent Hill's office is cold, and dim, and windowless, and looks nothing like an office. It feels more like an interrogation room, and maybe that's what this is. It definitely doesn't feel like a job interview. In fact, this is probably the most mundane question she's been asked since stepping into this room.

Mundane, and yet...

Leila taps her fingers on the table. The obvious answer is that they threatened to lock her up if she didn't, but she feels like she'll get further in S.H.I.E.L.D. if she makes it seem like she's not being held here against her will. And of course, saying that she wants to help keep people safe is not an option. It's blatantly transparent and borderline ass-kissing.

Which leaves option number three: The truth. Or part of it. Unfortunately.

Leila sighs. "Before S.H.I.E.L.D….contacted me-"

"You mean found you after you got arrested?"

"Nuance." Leila waves a hand. "I...was having trouble finding other people like me. People with powers."

"We've been calling them 'Gifteds.'"

"Gifted _s_?" Leila asks, drawing out the last letter. "Like...plural? Like as a noun?"

Hill doesn't respond, just gives her an unimpressed look.

"Who decided that? Did any 'gifteds' have a role in choosing the name? Because if not, that seems kind of unfair. Hey, what about calling us mu-"

"Get to the point, Whittaker."

Leila relaxes again, slouching against the back of the chair.

"The point is, my power doesn't work without other people's powers, and there's not, like, a facebook for 'gifteds' or whatever. So when Barton told me I'd get to help find and catch people with powers...I thought this seemed like a good opportunity."

"And the fact that he threatened to lock you up without the use of your powers didn't have anything to do with it?" Hill asks skeptically.

"I'm actually still not convinced you guys can do that. Scientifically or legally." The bracelets may have seemed intimidating in the interrogation room, but she's learned since then that they're not as infallible as Barton had led her to believe.

"S.H.I.E.L.D. is an international organization, we don't follow federal regulation."

"Firstly, that horrifies me. Secondly, the U.N. still exists, I think. And thirdly, how come almost every one of you has been American?"

Agent Hill doesn't miss a beat. "You're one to talk, the U.N. doesn't know about us, and one of our founders was English."

"Fair, still horrifying, and yeah, I know, Agent Carter, I went to spy school. But every agent I've met in real life has been American."

"Not all of them," Hill replies carelessly. "Some of them are just good at pretending."

"Why would they want to pretend?"

Hill smiles faintly. "You're the field agent. You tell me." And with that, she slides a badge across the table. "Welcome to S.H.I.E.L.D., Agent Whittaker."


	2. pre-avengers ii

A/N: First off, thanks so much to everyone who reviewed, favorited, and followed! Y'all are stars and ily. I hope you enjoy this chapter. It's non-linear and longer than most of my chapters, but important, I promise.

If you have a second, I'd love if you could leave a review and let me know what you think!

* * *

 **Chapter One**

 _The only way to make a man trustworthy is to trust him._

 _ **-Henry L. Stimson**_

Five Days. That's how much time she spends in SHIELD custody while the paperwork gets filed.

An intern comes in-at least, she thinks he's an intern; she has no concrete proof of this, except that he gives off a very nervous, green vibe-and hands her a tablet, and a single leaf of paper. Most of their paperwork is digital now, he says, but they like to keep a few hard copies just in case.

He also informs her that SHIELD's had her legal name changed to Leila Whittaker, so she doesn't have to worry about that. Leila's not sure how she feels about that. It's considerate, in the shady big brother organization kind of way you'd expect, but it also demonstrates an insight into her past that she doesn't like people having. The intern doesn't specify who made the change happen, just "SHIELD" and it conjures an idea of this entire organization knowing who she is and where she comes from, and even though she knows the thought is irrational, it sends an uncomfortable chill down her spine, the first time she's felt afraid since before Clint Barton walked into her holding cell.

Mostly, though, she's just glad they don't make her sign her birth name.

* * *

S.H.I.E.L.D. EYES ONLY

Clearance Level 4

Case: #348253

[ The following is a transcript of the debriefing of Agent Leila Whittaker. Debriefing done by Agent Lachlan Foreman ]

Foreman: Agent Whittaker?

Whittaker: Present.

Foreman: Hi. I'm Agent Foreman. This is just a formal review of the how the mission went. We'll be doing these after every field mission. Note that we'll be cross-checking with your S.O. to confirm.

Whittaker: Do you do that with every field agent, or just the bad apples?

Foreman: We do this with all our agents.

Whittaker: And here I thought I was special.

Foreman: Why would you think that?

Whittaker: The fact that you send me with a babysitter, for one.

Foreman: Believe it or not, agent, you're not our first operative with a less than ideal past.

Whittaker: You mean this sketchy secret organization that operates out of an invisible floating airport isn't opposed to hiring ex-criminals? Shocking.

Foreman: Mm. So how did your first mission go?

Whittaker: Oh, it was an experience. Two very enthusiastic thumbs up.

Foreman: Tell me the target's name.

Whittaker: Tabitha Workman.

Foreman: Were you successful in apprehending her?

Whittaker: Yes.

[papers shuffling]

Foreman: How did you apprehend her?

Whittaker: Quickly.

Foreman: I meant, in terms of method.

Whittaker: She's alive, if that's what you're asking. She's in custody.

Foreman: Does she have any special abilities?

Whittaker: Yes. She's immune to radiation, apparently. Which is kind of a lame superpower, comparatively speaking.

Foreman: Okay. So what powers were you holding when you went into the field?

Whittaker: Pyrokinesis, enhanced speed, camouflage, enhanced agility, electrokinesis.

Foreman: And what powers are you holding now?

Whittaker: See above.

Foreman: So you didn't copy or take Workman's ability?

Whittaker: No.

Foreman: Why not?

Whittaker: Strategy. All of the powers I have now are ones I like more than hers, and they were more than enough to take her down. Taking her power was unnecessary and unappealing.

Foreman: So you didn't want to put down your toys long enough to take hers.

Whittaker: Not the metaphor I would have chosen, but you're not wrong.

[papers shuffling; chair sliding back]

Foreman: Alright. Go to the lab, they'll need you to perform a proof of status check. Just double-checking that you're right about what powers you're holding. After that, you can go home. If we need you to perform a removal, we'll let you know.

Whittaker: I'll take my phone off vibrate, then.

* * *

Three Years. That's how long she spends at SHIELD's Academy of Operations, and she spends most of it as a giant bruise.

For the first three months, she's forced into the wristbands Barton put on her at the precinct, and no one connects them with the frequent migraines and numbness until they break and she causes a capital-i Incident, which is the name of the report they file when she accidentally sets a training field on fire.

After SHIELD is satisfied that Leila didn't stage the entire thing herself, that it was really an accident, they're forced to resort to an honor system, where she crosses her heart and hopes to die that she won't use her powers unless they tell her to.

And she doesn't, at least not when other people are around. Sometimes when she's alone she likes to spark up her fingers and watch the flame burn out slowly, like a candle. There's no sinister purpose behind this; she just finds it relaxing, a nice way to end a long day of getting punched and punching back.

But she knows her word doesn't count for much around here, so she keeps it to herself.

* * *

S.H.I.E.L.D. EYES ONLY

Clearance Level 4

Case: #348255

[ The following is a transcript of the debriefing of Agent Leila Whittaker. Debriefing done by Agent Lachlan Foreman ]

Foreman: Tell me about the mission.

Whittaker: SHIELD sent me to apprehend a man with the ability to manipulate air….?

Foreman: Aerokinesis.

Whittaker: Right. That.

Foreman: What was his name?

Whittaker: Anguo Chang.

Foreman: Were you successful?

Whittaker: Yes. He was good, so as soon as I got close enough, I took his power and I brought him in.

Foreman: He's alive?

Whittaker: Yes.

Foreman: Which existing ability did you trade out?

Whittaker: Pyrokinesis.

Foreman: Please list for me the abilities you held while going into the field.

Whittaker: Pyrokinesis, enhanced agility, enhanced speed, enhanced stealth, camouflage.

Foreman: Please list for me the abilities you hold now.

Whittaker: Isn't this getting repetitive?

Foreman: We like to be thorough.

Whittaker: [sigh] Aerokinesis, enhanced agility, enhanced speed, etc etc.

Foreman: Agent.

Whittaker: ...Enhanced stealth and camouflage.

Foreman: Thank you. Head to the lab to perform the proof of status check. While you're there, you can switch your abilities back.

Whittaker: No, we don't have a sample for the guy I got the pyrokinesis from.

Foreman: ...Really.

Whittaker: Really, really.

Foreman: Then why trade out that ability?

Whittaker: It seemed like a good idea at the time.

Foreman: Oh, I'm sure.

Whittaker: It was an honest mistake.

Foreman: You don't strike me as the type for honest mistakes, Agent.

Whittaker: Maybe you hang around spies too much, my man. You're getting twitchy.

Foreman: [sigh] Just answer one other question for me.

Whittaker: Shoot.

Foreman: Why take the woman's powers at all?

Whittaker: It's got more practical applications, I think.

Foreman: And here I thought you liked playing with fire.

Whittaker: I do. But I also like to be able to put them out.

* * *

Four Months. That's how long she spends as SHIELD's lab rat, and it's insufferable for the first few weeks, being poked and prodded at and taped and told how high to jump.

But then the results start coming in.

Leila thought she knew her powers pretty well. This was her understanding of them before SHIELD:

She can copy other people's superpowers

Copying powers requires physical contact with the original host

Physical contact with another "gifted" will always result in power replication

She can hold up to three powers at a time; if she acquires a fourth power, one of the first three will disappear, with no pattern as to which one disappears.

By the end of the test period, her understanding has expanded to:

She can copy other people's superpowers, or she can take them

Copying powers requires physical contact with the original host, or with a DNA sample of said host

Physical contact with another gifted or a DNA sample of one will only result in power replication if she wants it to.

She can hold up to five powers at a time, but must choose carefully. Some powers seem to take up more energy than others. The SHIELD scientist heading the study compares it to a hard drive with limited space. Too many heavy files and her entire system will slow down.

If she tries, she can control which power disappears when she takes a new one.

It's not even knowing that she's more powerful than she thought she was (although that is, of course, delightful.) Just knowing how it works, knowing the rules and limits and mechanisms of the only thing in her life she would consider a gift-

It's like now that she understands it, she can grasp it, she can keep it. It's hers. It's the one thing no one can take from her, not SHIELD techies with their bracelets, not asshole ex-boyfriends, not-

She sleeps better, knowing that she has something solid to stand on.

* * *

S.H.I.E.L.D. EYES ONLY

Clearance Level 4

Case: #348259

[ The following is a transcript of the debriefing of Agent Leila Whittaker. Debriefing done by Agent Lachlan Foreman ]

Foreman: Alright, so who was the target this time?

Whittaker: Garey. Garey Lennox.

[papers shuffling]

Foreman: Mm. And my notes say that you knew the target prior to being recruited into SHIELD?

Whittaker: You could say that.

Foreman: And does that have anything to do with your inability to apprehend him?

Whittaker: I can assure you, there's no love lost between me and Lennox.

Foreman: And do you think that contributed to this mission falling through?

Whittaker: ….

Foreman: By which I mean, do you have any anger or rage towards the target that could have compromised your focus?

Whittaker: I resent the insinuation that I experience emotions. It's false and borderline slanderous.

Foreman: [sigh] Fine. Can you tell me what _was_ accomplished on this trip?

Whittaker: I took his ability. It wasn't a total waste.

Foreman: Please list for me the abilities you had when you went into the field.

Whittaker: Aerokinesis, enhanced agility, enhanced speed, enhanced stealth, camouflage.

Foreman: And please list for me the abilities you're holding now.

Whittaker: Pyrokinesis, enhanced agility, enhanced speed, enhanced stealth, camouflage.

Foreman: Alright. Head to the lab for a proof of status check. If you want to switch out any of your abilities, you can talk to them about it there.

Whittaker: Duly noted.

* * *

Sixteen Hours. That's how long she spends on the plane from the lab to Maria Hill's office, which is apparently located on the helicarrier, which is the fancy spy word for the giant floating base-slash-airfield. She's heard of it, of course, and she imagined it must be something to that effect, given the name. Leila hasn't been to real school, only spy school, but she knows that long words are usually made up of the same building blocks as smaller words.

Heli=Helicopter=flight. Carrier is more vague but it being taken from aircraft carrier seemed like the most likely scenario. Flying aircraft carrier.

Dissecting words like that isn't the kind of thing one would typically classify as a survival skill, but Leila never had the privilege of surviving in a typical way.

Still, though. Picturing and seeing are different things, and as Leila steps off the plane, her hair whips around her face and the ground hums faintly under her feet and the sun is hitting her skin, a welcome change from the chilly interior of the plane-

It's not real until that moment, and then it all hits her at once.

She says nothing, and keeps walking.

* * *

S.H.I.E.L.D. EYES ONLY

Clearance Level 6

Misconduct Report

[ The following is a transcript of the questioning of Agent Leila Whittaker following her misconduct in the case of Adam Bousaid. Questioning done by Commander Maria Hill. ]

Hill: Let's talk about the incident that occurred yesterday.

Whittaker: Actually, it started four days ago.

Hill: This isn't the time to be a smartass, Whittaker.

Whittaker: I'm just trying to be thorough, ma'am.

Hill: Then tell me what happened.

Whittaker: ...You were there, my dude.

Hill: Then tell the camera what happened.

[chair shifting]

Whittaker: What do you want to know?

Hill: Let's start with: why did you think it was appropriate to go after an unregistered gifted without being cleared first?

Whittaker: In my defense, I submitted a request for authorization, but it took too long to go through.

Hill: Oh, I'm so sorry, our WAN was overloaded. You haven't answered my question.

Whittaker: The gifted in question had the ability of rapid learning. That's an invaluable addition to my skillset. I knew if I had that ability, I could immediately understand and use any other ability I acquired to it's full potential. But the mission authorization was taking too long. I didn't want to lose track of him.

Hill: The gifted wasn't hostile.

Whittaker: I know. That's why I didn't take his ability. I didn't even fight him, I shook his hand. Look, this was an opportunity we all would've been idiots to waste. Tell me I'm wrong.

Hill: I think you need to stop assuming you know better than an intelligence agency with over a half a century's worth of experience. This incident might have turned out harmless, but we have these rules in place for a reason.

Whittaker: Now you're not answering my question.

Hill: You're suspended until the end of the month.

Whittaker: That's fine. I'm sure I'll find something to do with my time.

* * *

It's eight glorious months in the field-tracking down gifteds, collecting new powers, and it feels like she might get closer to what she's looking for-before she is, seemingly apropos of nothing, transferred to counterterrorism.

Leila's last mission as a garden variety field agent is a big one, and at the end she doesn't remember a lot of it. Patrice Joh. Blinding light. Ending in fire. It almost feels like a dream, and if she didn't have the rapid healing ability to prove it, she might think that it was.

Her therapist is sure that it's because it's her first mission that ended in death. Leila's pretty sure that's shit, because it's not like Joh is the first person she's ever killed in her life, and the other times don't feel like dreams. They feel inescapably real.

She really doesn't want to take a psychiatric leave of absence or have to keep seeing the therapist or anything, though, so she lies and agrees and gets her fit-for-duty form signed, and then is promptly handed a new badge with a new designation and put on a new team with some new acquaintances (and one old one.)

She doesn't question it (at least, not beyond a snarky quip to Agent Hill that is met with what she's assuming is an equally snarky quip hiding under a layer of vague spy terminology. She wasn't listening that hard) but it strikes her as strange, because S.T.R.I.K.E. usually only takes specialists, and Leila's never worked a mission alone. She's pretty sure SHIELD still doesn't trust her, that they aren't certain that she won't decide she's tired of being one of the good guys and wander off back into the shadows.

(Leila has no such intentions-truthfully, she's not altogether convinced she's one of the good guys now at all. It's just not something she cares about. It's not why she's here.)

She also feels like the fact that her only official solo mission _literally_ went up in flames should be a cause for more concern, not a cause for promotion, but she doesn't ask about that either.

Barton, does. Leila's team on STRIKE is made up of a Russian-born spy she's only heard legends about, and none other than Clint Barton, who seems as mystified by Leila's presence as she is herself.

He complains to his handler-their handler, now-a middle aged guy named Coulson who is perpetually decked out in a suit and tie and a wry smile. "I'm not a babysitter," Barton complains, and Coulson responds with the spy terminology version of a shrug and a smile.

Coulson looks vaguely familiar to Leila, in a way she can't place. She asks him if they've met before. He tells her he's just got "one of those faces." Then he asks her what she wants her codename to be.

"You don't get the final word on it," he tells her, "But we do take your input into account."

She asks for the name "Snow White," and by some miracle, it goes through.

Barton finds out, and looks at her skeptically. "Snow White? Really?"

Leila doesn't feel like explaining it, and she doesn't feel like lying either, so she forgoes the spy terminology, and just shrugs and smiles.

* * *

S.H.I.E.L.D. EYES ONLY

Clearance Level 4

Case: #824484

[ The following is a transcript of the debriefing of Agent Leila Whittaker. Debriefing done by Agent Lachlan Foreman ]

Foreman: Let's start with the target's name.

Whittaker: Patrice Joh.

Foreman: Her ability?

Whittaker: Rapid regenerative healing.

Foreman: Did you copy or take it?

Whittaker: Yeah, I took it.

Foreman: List the powers you had before going into the field.

Whittaker: Rapid learning, aerokinesis, enhanced agility, enhanced stealth.

Foreman: Just those four?

Whittaker: Yeah. The rapid learning takes up a lot of space on the harddrive.

Foreman: Right. Did you switch any of those abilities out for the regenerative ability?

Whittaker: I let go of the aerokinesis.

Foreman: You're awfully subdued this time around, Whittaker.

Whittaker: Just tired, sir.

Foreman: Hm. Alright. What happened to Joh?

Whittaker: I killed her, sir. She was hostile.

Foreman: Were you able to bring in any DNA samples?

Whittaker: No, sir. The fire pretty much destroyed everything.

Foreman: Is that why you're "tired"?

Whittaker: I don't know what you mean, sir.

Foreman: Just that this is the first time you've killed someone in the field. It happens to all of us.

Whittaker: ...I'm sure that's it, yeah.

Foreman: Alright. I'd like to put in for a psych eval, just in case.

Whittaker: I don't feel like that's necessary.

Foreman: I do.

Whittaker: Fine. Do what you gotta do.

[papers shuffling]

Foreman: After you're done in the lab, I'd like you to step across the hall. Agent Hill wants to speak to you.

Whittaker: ...Uh, okay. Am I in trouble again?

Foreman: That's not the impression I got. I think it's something about a transfer.

Whittaker: Uhm. Sure. Yeah, I'll talk to her.

Foreman: It wasn't a question, but...

Whittaker: No, but I think we all know I am.

Foreman: Was that a threat?

Whittaker: An observation. It's not like I haven't noticed the short leash you all keep me on. For a spy organization, you're not particularly subtle about it.

Foreman: You really are in rare form this evening, agent.

Whittaker: Well, I can't always be the charming young woman you've all come to expect, sir. We all have our days.

Foreman: There's the Agent Whittaker I know.

Whittaker: Does this mean I can skip the psych eval?

Foreman: Nice try.

Whittaker: [sigh]

* * *

It's six months with STRIKE Team Delta, and in those four months, only three missions take place, and none of them involve gifteds.

Ostensibly, Leila should be enjoying the sudden abundance of free time. And it's not that she dislikes the missions themselves, either. Even the team isn't so bad. Coulson is inexplicably endearing while still easy to keep at arm's length. The person who heads the department is decent enough.

Outside of her and Barton, the team includes Romanoff, an agent Leila's only heard legends about, pre-transfer. Romanoff lives up to the legends, and is wary of Leila only a few sessions into their integration training, which is spy language for fighting each other to get a better read on their respective fighting styles, before fighting someone else, together.

After Romanoff adjusts to the idea of working directly with someone with powers, and Leila adjusts to the idea of working directly with someone else at all (her S.O. didn't really do much), they find a rhythm with each other. Natasha is always polite, but Leila can tell the point at which she decides she's okay with Leila's presence on her team, because immediately afterwards, Barton becomes more open to Leila's presence on their team, presumably because he trusts Natasha's judgment.

And this is all well and good and she even likes it, more than she thought she would; there's something fun about working as part of a team like this, at least as fun as espionage ever is (which is actually more fun than you might expect), but it's still not what she's here for.

After mission number three, she goes to Coulson's office to ask about tracking down gifteds in between STRIKE operations, but Coulson isn't there. Instead, it's Nick Fury sitting at his desk, flipping through a manila file. He doesn't glance up in the slightest when Leila walks in.

"Agent Whittaker," he greets. "Just who I was looking for."

Leila's only met Fury a handful of times, and none of them were substantial. Mostly they involved passing each other in hallways or him talking to someone else while she happened to be in the room. So the familiarity in his voice when he addresses her is slightly unsettling, but she figures that SHIELD is super powerful, and Fury is in charge of SHIELD, so he's basically the closest thing to God that Leila's willing to believe in, and God knows all his children personally, or whatever. So okay.

"Uh...yeah. Just who...yeah, I wasn't looking for you, but you know, since you're here, maybe I can just ask you instead of having Coulson ask you for me."

"You want to go back to being a field agent."

"Yeah-I mean, kind of. I'd like to stay where I am, but I've got a lot of free time now, and I wanted to ask about going on field missions the way I used to in between STRIKE missions. I'm not trying to like...escape STRIKE altogether."

Fury sets the file down, and looks at her. He seems vaguely pleased by this, although maybe it's actually whatever he was reading that's brought that reaction out. She doesn't ask.

"I'll think about it," he says, and his voice carries the same tone that dads use on TV when their kids want to go to a concert with a friend and then sleepover, or whatever normal families do. "In the meantime, I'd like to ask you to do something for me."

"That's my job, sir."

"I'm asking as a formality. I'm nice like that." He hands her the file, and for a second she thinks it's going to be about her, like it was in the police precinct years ago. That they've found something out that they didn't already know about. Her entire time here, she's tried to ignore the fact that anyone around her could know more about her than anyone ever has, avoids thinking about it ever, but now she's got that chill down her spine again, and-

She stays completely neutral, and flips open the file, and it's not about her at all.

"Steve Rogers," she says, after scanning the page for a moment. "The guy you pulled out of the ice?"

"That would be the one," he says. She looks up. He's leaning back in the chair now, arms crossed. "There was an incident at a Shield research facility recently. An object was stolen."

"The tesseract."

"That's correct. Agent Barton was there. He was...compromised."

Leila tries to ignore the way her gut twists at those words. "Compromised" is another one of those spy words that could mean anything, that conjures up a million worst case scenarios in her head. She hates that and she hates that she hates it.

"Compromised," she repeats.

"There's more information in the file," he says, and she hates how his voice sounds-sympathetic to everything she's trying very hard not to feel. "You can read it on the plane."

"You want me to...what? Find Barton? What does Steve Rogers have to do with that? Why isn't Natasha here too?"

"No." Fury stands up. "I need you to talk to Captain Rogers. Convince him to help us retrieve the tesseract."

"And Barton's...what, collateral damage?" she can't help the words that slip out. All she can do is wrap them up in casual body language-crossed arms, leaning back against the wall, tied up in a bow shaped like a smirk.

"Believe me when I tell you that finding the tesseract is the only way to find Barton. And if we don't, he's not going to be the only collateral damage we have to worry about."

The smile slips of Leila's face as she studies the man in front of her. He's a spy and a liar just like her, just like everyone else here, but there's something solid about him, and she can't put her finger on it so she's not sure how she feels about it, but it's putting her at ease for the moment.

"So you need Captain Rogers to get the tesseract because he's done it before," she says.

"That's right."

"And you need me to be the one to convince him, because..."

"Because things might get messy. Retrieving the tesseract might turn out to be a two person job." He heads for the door.

"That doesn't really answer my question."

Fury's halfway out the door when he pauses, looks at her, and says "Because I said so." Then he leaves the room, adding without looking at her "You have twenty minutes before the jet leaves the airfield. It's raining in New York. I'd pack a sweater."

Leila watches him go, and then flips through the file again. It's not well organized, in her opinion-it's got different pages on Captain Rogers, on the incident at the research facility, and more, all stacked together like some kind of horrible frankenfile. She decides to make sense of it once she gets on the plane, and looks at the first page one last time before closing it.

"Okay, Captain America," she murmurs. "Let's chat."


	3. avengers i

Chapter Three

 _Don't get too close, it's dark inside_

 _It's where my demons hide_

-Imagine Dragons

Rogers isn't home. It's late when she gets to New York, so it could be that he's just sleeping and that's why he doesn't answer when she knocks, but she doubts it.

She knocks twice-protocol says she should knock three times, but she's tired and is fairly confident that he's not going to answer anyway-before pulling out the gadget SHIELD gave her. Leila knows how to pick a lock, but the tool they gave her is quicker.

Nothing. Leila knows how to listen for signs of life. Footsteps. Movements. Breathing. People are never silent, not really. They think they are, though, and if you listen closely, you can get a bead on what they're doing before they know that you know that they're there. And that extra second of reaction time can be crucial. It's saved her life more than once.

That's another thing she'd already learned on her own before SHIELD picked her up, long before. Years and years. Probably she was doing that analysis longer than she remembers; she's just better at it now.

She doesn't bother to turn the lights on, so she doesn't see much of the apartment-just that it's small and threadbare. The latter is understandable, given that its sole inhabitant has had only nine days to decorate. Leila's neighbors take longer than that to take their decorations down after Christmas, and to Leila's knowledge they don't have the excuse of having been unconscious for the better part of a century.

(The former is less justifiable. If SHIELD is loaded enough to buy and maintain the helicarrier, surely they could at least afford to set their namesake up somewhere with a view.)

Leila leaves, re-locking the door behind her. The file Fury gave her mentioned a second address, just two blocks away, some gym that Rogers frequents, so she heads there next.

Gleason's Gym is old and run-down, with a World War II aesthetic, which is fitting, she supposes. The sign says closed, but there's at least one light on inside. The door is locked, but she figures that if she were a gym owner, and Captain America asked her for a personal key, she might be inclined to say yes. Either way she uses the same tool as before and is inside in seconds.

The floor is huge and Captain Rogers is in the middle of it, pummelling the hell out of a white punching bag. A dozen or so matching bags are lying on the floor next to him. The corners of the room are dim; she can make out a few benches here and there, and a boxing ring in the corner. Rogers is standing directly under the light, in the brightest spot, like some kind of Messianic figure, but the lightbulbs are fluorescent, dim and flickering, and they seem to desaturate the entire room.

The whole thing makes Captain America look sort of like an old movie, or maybe an oil painting come to life. Unreal. Maybe that's appropriate.

Maybe that's how the rest of the world looks to him.

Leila watches him for a long moment from the shadows, and then Rogers punches a hole through the canvas of the bag. Sand spills out, the chain breaks, the bag goes flying, and Rogers picks up one of the other bags and starts to hang it up.

Leila decides to make her introduction now, and pushes herself off the beam she's been leaning against. Her heels click on the old tile floor. "Oh Captain, my Captain."

He looks over at her, breathing hard from exertion, and reaches up to finish hanging the bag before sitting down on the bench. "The door was locked," he says, unwrapping his hands. It's not an accusation so much as a question.

"Oh, honey, you'll have to do a lot better than that to keep me away." She smirks. "I'm agent Leila Whittaker. I'm with Shield. The people who pulled you out of the ice?"

"Right. Shield." He studies her for a moment, sizing her up. "You here with a mission, ma'am?"

Leila can't decide how she feels about being called "ma'am"-part of her bristles, part of her finds it inexplicably endearing-but either way, now's not the time to catch Rogers up on popular lexicon, so she ignores it. "You catch on quick," she says, and hands him the manila file folder. A different one than the one they gave her, because it's need to know and he doesn't need to know as much as she does.

She pulls up a chair that was leaning against the wall and sits across from him as he starts to flip through it. "Trying to get me back into the world?" he asks, glancing up at her.

 _My guy, I could literally not care less how well-adjusted you are or are not._ That's not how to make friends and influence people, though, so she smiles charmingly. "Nope. That's just icing." She leans forward, propping her head on her hands, with her elbows on her knees. "I'm not here because you need a babysitter, Captain. I'm here because we need a super-soldier."

Rogers shoots another appraising glance at her, but says nothing before turning back to the file. She can see a photo of the tesseract pinned to the page he's on. "Hydra's secret weapon," he mutters, more to himself than to her.

She answers anyway. "After your crash, your buddy Howard Stark went looking for you. He found that instead." She reaches over and taps the picture once. "Shield's been poking at it ever since. Trying to unlock clean energy, which is one of the sexier capital-i Issues at the moment."

She doesn't choose that phrasing specifically to throw him off, but she is surprised when it doesn't. He _is_ from the 1940s-but then again, he's also a military man. He's heard worse.

Rogers looks up, finally. "What happened to it?"

"Guy named Loki took it. Weird guy. If you're in, I can tell you more about it. If not, I won't waste either of our time." For a moment, she thinks of Clint-where he is, if he's okay, what he was thinking before he-

She pushes the thought away. "It's kind of time sensitive."

Steve glances back at the file once, and then stands up. She notices then the way he moves-heavily, like there's some physical burden on him. As if he's carrying the heavens on his shoulders like Atlas of old. Maybe he thinks he is.

It's annoying.

He goes over to pick up the broken punching bag, hefts it onto his shoulder effortlessly. The heavens can't be too heavy for him, then. "When do we start?"

She smiles. "Our ride's going to pick us up on the corner in ten minutes. That's how long you have to pack a go-bag." She stands up to leave. "By the way, can I ask?"

He turns to her, raising a brow.

"How many other innocent punching bags have died at your hand? Assuming that's not the first one," she says, gesturing to the one he's holding.

"Seventeen."

"You monster." She smirks, pausing at the door. "I'll be waiting."

And maybe it's the light, but she could swear he's smiling when she leaves.

* * *

"You're late." This is what she tells Coulson by way of greeting when he finally picks them up. He's seven minutes late and she's never been more annoyed with him. She considers writing in an official complaint. _Please instruct Agent Coulson to not leave me alone with historical figures for longer periods of time than I was led to expect._

Steve is a nice enough guy; apparently she looked cold, because he offered to give her his jacket, which she would have a lot more mixed feelings about if he were not as old as he is. It's a nice gesture, okay, but he's obviously got a lot going on in his head when he meets her at the corner. He's giving off Vibes and she knows she's supposed to ask if he's okay but honestly, she wouldn't touch that question with a ten foot pole. If Steve Rogers can carry a punching bag one-handed, he can carry his own baggage without her help.

(If she asked, he would probably say that he is fine, thanks for asking, but it's still not a dice she wants to roll. Besides, he might say "I'm fine" and then ask if _she's_ okay, which is almost worse.)

And _that_ is how Leila spent seven minutes in silence with Captain America, making awkward small talk at two minute increments.

Honestly, Steve seems as relieved as she is when the car pulls up.

Leila immediately goes for the backseat. "You can sit up front," Steve offers, but Leila shakes her head. "I like the back seat. I get more space to myself."

Steve shrugs, and puts his bag in the trunk while Leila slips into the car, and then shoots her best serial killer stare at the rearview window, and hisses " _You're late_."

Coulson is unruffled, which would be normal for him, if Steve Rogers were not climbing into his car now. Leila makes a bet with herself over how long it will take him to crack.

"I was dropping Pepper Potts at the airport," Coulson explains.

"So you talked to Stark, then?"

Steve's head perks up at the name Stark-probably reflexively-before looking down again, and Leila feels kind of bad for him.

"He's going over the files I gave him. He'll be joining us tomorrow."

"Great." Leila has never met Tony Stark. She knows from his file that he's narcissistic, egotistic, and doesn't play well with others. He knows from Natasha that he's a пизда, which is a Russian insult that Natasha never felt the need to teach Leila until it came to describing Tony Stark. And she knows from the media that he's a bon vivant with very precise facial hair. That's about it.

"That reminds me," Coulson adds. "We have to catch Rogers up to speed." He doesn't look at Steve while he speaks, but she can see him glance at him just slightly. "There's a tablet in the pocket behind my seat."

She pulls it out, turns it on, and hands it to Steve, who looks does not look confused so much as curious, and determined. He studies it for a second.

"You hit the-"

He figures it out himself. She raises an eyebrow, impressed. "There you go."

* * *

Leila hates planes. She always has. She can handle it-she has to, in order to function in her job-but there is not a moment that she spends in the air that she is not thinking, on some level, about how much she cannot wait until they land.

Steve is still using the tablet to catch up on the Weekly Weird News, as Clint likes to call it. She watches him so she has something else to focus on.

Steve doesn't notice until Coulson hisses at her to _stop staring,_ and then he looks up inquisitively.

"Sorry," she says. "You just. You're good with the technology. You don't act like what...a lot of people thought someone from the '40s would act like."

"Well, maybe a lot of people don't know the '40s like they think they do." He's not just glancing at her now; his attention is on her. He's smiling-sort of sullen, but genuinely, like the way you smile when you joke at a funeral.

"And how well do you know the 2010s? Not counting that," she waves a hand at the tablet.

"Hey, I've been here for two weeks. How long have you had to open a textbook?"

He's still teasing her, but his words make something freeze inside her all the same, because the question he thinks he's asking is not the question he's asking, and she knows if she says _Well, my parents thought women who could read were witches, so I'm a little behind,_ it'll make things weird AND give Rogers leverage against her, should things go south.

Things go south a lot for Leila, so she keeps the words to herself, and digs her nails into her thighs instead, looking away.

"You win," she mutters.

She can feel Steve staring at her, probably wondering why she suddenly turned to stone, but he doesn't ask about it, and a second later she can hear another video starting on the screen.

"We're about forty minutes out from base, sir," she hears the pilot say, and her fingers relax a little.

"So," Steve says, and it takes her a moment to realize he's talking to Coulson, not her. "This Doctor Banner was trying to replicate the serum that was used on me?"

Coulson takes the three steps from his seat to Steve's. "A lot of people were. You were the world's first superhero. Banner thought gamma radiation might hold the key to unlocking Erskine's original formula."

The hulk in the video roars.

"...Didn't really go his way, did it?"

Leila's lip twitch in a smile. Now that she's starting to relax, she feels a little bad for shutting down on Rogers earlier, if only because she was enjoying the conversation. She sits up again, facing forward. She's not participating, but at least she's not actively ignoring anyone now.

"Not so much," Coulson tells him. "When he's not that thing though, the guys like a Stephen Hawking."

Steve looks up, bewildered.

"He's like a genius," Leila says tentatively. Steve glances at her, and sort of nods. He's not sure where he stands with her now, she realizes.

Well. Maybe that's for the best.

"I gotta say, it's an honor to meet you, officially."

Steve smiles. Maybe Coulson will keep it together.

"I sort of met you. I mean, I watched you while you were sleeping."

Steve is not smiling. Coulson did not keep it together. Leila checks her watch. As per her earlier self-wager, she now owes herself twelve gummy bears. Nice.

She leans her head back against the cold hull of the jet. Almost there.

Coulson tries to double back. "I mean, I was present while you were unconscious from the ice. You know, it's really, it's just a, just a huge honor to have you on board."

"I just hope I'm the man for the job," Steve says, sounding sincere. Leila frowns.

"Oh, you are. Absolutely." Leila would not call Coulson unbiased in this assessment, but he's probably still right incidentally. "Uh...we've made some modifications to the uniform. I had a little design input-"

"The uniform?" Steve asks, and by his tone, she can imagine his brow furrowing in surprise. "Aren't the stars and stripes a little old fashioned?"

"So are you, but we kept you around," Leila quips. She doesn't look up, but she glances over out of the corner of an eye. Steve looks like he's trying not to smile. Coulson looks like he's trying not to kill her.

She closes her eyes just as Coulson finally stops glaring daggers at her long enough to answer Steve's question.

"With everything that's happening," he says, "the things that are about to come to light...people might just need a old-fashioned."

Leila bites the inside of her cheek. The words make something twist in her gut. _The things that are about to come to light._ And she hopes like Hell that she's not one of those things. Because if she is, she'll have to abandon the shadows she's wrapped herself in-and she's not sure if she even knows how to survive in the light anymore.

* * *

A/N: Hey everyone! So huge thanks to everyone who reviewed, liked, and favorited, and to everyone who let me bounce ideas off them while writing this, and in particular to January Lily, who beta'd this for me. She has her own Marvel fic called Luminis and I highly recommend you all check it out.

This all said, I would really appreciate it if you could leave a review! What did you like/dislike about this chapter? Any predictions or hopes for the next chapter? Feedback helps keep me motivated so I'd love to hear what you guys think!


	4. avengers ii

******Chapter Three**

As much as she hates planes, Leila makes a point of getting off the plane after Coulson and Steve. Getting off the plane first probably wouldn't inherently read as a fear of planes, but she likes to be cautious.

Natasha is waiting for them on the runway. Leila feels vaguely relieved at seeing her-she's sure if Nat had been "compromised" she'd have heard about it by now, but it's good to see her in the flesh anyway, to know that she's here and solid, hasn't slipped away into the realm of vague spy terms and classified files that Clint has.

She doesn't say any of that, though. Just nods at Nat, smiling a little, who nods back. Truth be told, Leila's not used to being so attached to people, to caring whether someone else lives or dies on a personal level. Before Strike Team Delta, she hadn't felt that way in years. It's unsettling.

Coulson introduces her to Steve, who also nods. "Ma'am."

"Hi." Natasha smiles, and then turns to Coulson. "They need you at the bridge," she says. "Face time."

"See you there," Coulson replies, and heads off.

"I'm gonna go too," Leila says. "I owe myself some gummy bears."

"Coulson?" Natasha asks, glancing pointedly at Steve.

"Yeah." They exchange smirks. Steve looks vaguely perplexed, glancing between them, before apparently deciding not to ask. Instead, he extends a hand to Leila. She takes it.

"It was nice meeting you," he says genuinely.

"My pleasure, Captain," she says, a playful half-smile tugging at her lips. She glances at Natasha. "Take good care of him," she says, tongue-in-cheek as always, and then turns on her heel to leave.

"No promises," Natasha replies after her.

* * *

Leila wasn't trying to break the vending machine. She just wanted her gummy bears.

She's already payed for them, the machine starts to turn, but then it stops and the candy is still hanging there, unattainable. The cartoon bear smiles up at her from within the brightly lit machine, like it's mocking her.

She's not trying to break it when she kicks it. She just wants to jostle it, to make it give her the candy that she has-again- _already paid for_. And it works, kind of; she hears them hit the bottom of the take-out port just as the light in the machine flickers off.

Leila glances around-no one else is there, thankfully-and then reaches through the slot to check. Her gummy bears are there, so there's that. She grabs them, and then straightens up, and presses a few buttons on the machine to see if it's working. Maybe it's just the light that's broken.

Nope. Totally unresponsive.

Leila shrugs, tears the bag open, and walks away. She's popping a gummy bear into her mouth when she wanders onto the bridge, where Fury is talking to someone Leila recognizes as Bruce Banner.

"Thank you for coming," Fury tells him.

"Thank you for asking nicely."

"Yeah, that's why we sent Romanoff. Our only other available agent with the necessary clearance is Whittaker-"

Leila perks up at the sound of her name-

"and she can be...prickly," Fury finishes.

Leila's already stepping forward. "I have no idea what he's talking about, never in my life have I been anything other than a delight." She extends her free hand. "Doctor Banner."

He takes her hand. "Nice to meet you," he says. He hardly sounds genuine, but she decides not to hold it against him. He's obviously focused on more important things. His body language is squirrelly, hunching over just slightly, like he's trying to make himself smaller than he is. Which is understandable, under the circumstances.

"You too," she says, and turns to Fury. "By the way, the vending machine in the hallway is broken." Vending machines are probably below Fury's pay-grade, but she feels like she should tell _someone_.

Fury shoots her an unamused look. In response, she holds out the bag of candy to both men. "Gummy bear?"

Fury doesn't respond, just gives her that same look.

Banner, on the other hand, shakes his head. "Uh, no-no thank you," he says, and turns back to Fury. "So how long am I staying?"

"Once we get our hands on the tesseract, you're in the clear."

"Where are you with that?"

Fury calls on Coulson to explain, and Leila backs away from the conversation before it can devolve into boring science shit. She's tried learning, but even the rapid learning can't make up for her tiny attention span, and frankly, it's not interesting enough to make the exhaustion she experiences after using that particular ability worth it.

She's leaning against the conference table on the bridge when she glances over and sees Nat peering over some techie's shoulder, at a picture of Clint on a screen. She feels the urge to ask if there's any word on Clint, but that would imply that she cares-and anyway, Natasha's body language reads as a resounding "no."

Leila's not good at comforting, but she likes Natasha and she feels compelled to put at least minimal effort into doing so, so when Natasha straightens up and steps back, Leila steps forward, taking the spot by her side.

She holds out the bag, for the second time that day. "Gummy bear?"

Nat glances at her and then, to Leila's surprise, takes a gummy bear from the bag and pops it into her mouth.

"So, what'd Coulson do?" Nat asks, words slightly muffled around the candy she's chewing.

"He actually kept it together longer than I thought. We were almost here when he dropped 'I watched you when you were sleeping.'"

Natasha snorts. Before she can respond, however, Fury calls her.

"Agent Romanoff, would you show Doctor Banner to his laboratory please?"

Natasha nods, grabbing an extra handful of candy as she leaves. "You're gonna love it, Doc. It's got all the toys."

* * *

Leila's in the on-call room of the helicarrier, drifting in and out of sleep-she hasn't slept in almost a day, and while she's used to that, she figures if she's going to go up against an alien-slash-god she should probably rest while she can-when Natasha wakes her up.

She knocks once as a warning, but immediately comes in anyway. "Time to suit up," she says, but Leila figured that was the case. People know better than to wake her up for something trivial. Not that Natasha, personally, is afraid to wake her up-but then, if it wasn't important, they wouldn't have sent Nat anyway.

So she sits up, dragging a hand through her hair.

"Fury wants to talk to you before we take off," Natasha adds. "I'd hurry."

Leila glares at her.

Ten minutes later, Leila's more or less ready, tugging her gloves on as she reaches the bridge. Fury's got his back to her, overseeing the command center.

"Romanoff said you wanted to see me?" she says by way of greeting.

"That's right." Fury, as usual, doesn't miss a beat-doesn't hesitate, isn't surprised. He turns to face her. "Nat will be running comms from the jet. I want you on the ground with Rogers."

"I assumed as much, Director."

"That's nice," Fury says, his words laden with sarcasm. He turns halfway back to the command center, and when he speaks, his voice is softer, and he's barely moving his mouth. "I want you to make a point of taking Loki's powers. Or copying them, at least. I wanna know what this guy's capable of. That's your priority. We clear?"

"Clear as Cristal, Director."

"Good. Head to hangar 3."

She does.

* * *

There's a very sudden increase in sound when she enters the hangar, with the open air whipping around her, brushing stray strands of her into and out of her face. (She's used to that; there is no rubber band on earth that can keep _all_ of her hair in one place at a time. There's too much of it. She's made her peace with that.)

Under that, though, she can still hear the steady hum of the quinjet's engine. The jet is all ready to go, except that the back door is open, and she could swear there's a note of disapproval in the sound it's making, as if the machine itself is judging her for her lateness.

 _Maybe it's mad because of the whole vending machine thing,_ she thinks as she hops in. She doesn't notice that Steve is holding out a hand to help her until she's already in. It's a bummer, because it would've gone with her whole image perfectly. Princesses always have footmen to help them into carriages. Instead, she's forced to offer an awkward "thanks" as he drops his hand.

"Anytime," he says, sounding just as awkward, and sits back down. Leila sits across from him.

"Nice of you to join us," Natasha says from the cockpit, taking the brief opportunity left by the back door sliding back up into place to turn to face her teammate.

Leila shrugs and gestures to herself. "This doesn't just happen."

Natasha rolls her eyes and turns back to the controls, and the jet takes off moments later. It's quieter now without the open air, just the sound of the machinery, which doesn't seem nearly so judgmental as it did before. Apparently the machines have forgiven her for now.

"So what'd Fury want with you?" Natasha asks.

"He just wanted to make sure his very favorite agent stayed safe and hydrated while in the field."

"That's sweet, but he could've told me directly."

Leila takes off one of her gloves and throws it at the back of Nat's chair in response. Nat doesn't say anything back, but Leila is pretty sure she's smiling anyway. Steve is; he has his head ducked, smirking, the way you do when you're trying not to laugh.

He seems to shake it off though, reaching for the glove before Leila can-although he's still smiling when he hands it back.

She smirks back and takes it. "Thanks."

He nods in response, and she pulls the glove back on. It's silent until she snaps it closed around her wrist.

"Hey," Steve says, and Leila looks up. "I just wanted to say sorry. If I offended you earlier, on the way here."

Leila's not sure anyone's ever apologized to her for putting her on edge. At least, no one who wasn't afraid of her, anyway.

She smiles. "No worries. I don't know if you've heard this about me, but I can be prickly."

His lips turn up into that amused smile again. "Good to know."

* * *

A/N: No quote this time because I couldn't think of one and was too excited to post this to really wait and think of one. (If u have any suggestions tho I can always go back and add one so hmu).

Also, I used dolldivine to make a mock-up of Leila's costume (I'm not sorry) and I can't link it in the chapter or on my page bc ffnet hates us all, but it's on my tumblr under the tag "my art."

Lastly, and as usual, I'd so love to hear your guys' opinion on this chapter. Thoughts, predictions, concrit, anything! And don't forget to tune in next time to watch the author fumble their way through a fight scene.


	5. avengers iii

A/N: Hey everyone! So I know it's been an unholy length of time since I updated but in my defense, in the time since my last update I have moved not once, but _twice_ , AND I'm now moving again. So it's been hard to focus on anything right now. I'm so sorry for the wait and I hope that I'll be able to update more quickly, especially once we get settled into our new house (which I will not have to/be able to move from for awhile.)

In the meantime, I want to thank everyone who has reviewed so far! One of my new year's resolutions is to respond to people individually when they comment on my fics, so watch out for me in your inboxes. (Unless you don't want me to, in which case...I guess just tell me not to via review? Or just ignore me? Idk.)

ANYWAY I hope this chapter is enjoyable enough that you will forgive my tardiness.

* * *

 _Delicate in every way but one (the swordplay)_

 _God knows we like archaic kinds of fun (the old way)_

 _Chance is the only game I play with, baby_

 _We let our battles choose us_

 **-Glory and Gore/Lorde**

It doesn't take long to get to Stuttgart, and the flight is spent mostly in silence, the hum of the engines serving as white noise. Steve toys with the idea of striking up a conversation, but decides against it. This decision is made in part because if he says something, he's not sure which version of Leila is going to answer him-if he's going to get the funny, enigmatic woman he met at the gym, or the unsettlingly cold one from the jet. Steve is adaptable, but as it is, he's got a tenuous grasp on interacting with people in general. Leila seems to working with a different set of rules, and he hasn't learned them yet.

(He hopes that Leila was telling the truth, that she's just "prickly." That it's just a quirk of hers, and not a 21st century thing.)

Ultimately it's a moot point, because Leila's the one who ends up addressing him first, although an argument can be made for Romanoff starting it; she's the one who calls "We're four minutes out. You gonna fill him in, Princess?" from the front seat. That's when Leila shifts to face him. He raises an eyebrow, his curiosity piqued.

"So you saw my file, right? On the way to the helicarrier?"

"Right," he replies. Leila can duplicate the other people's superpowers. Because other people have superpowers, apparently-enough of them that Leila has run into them enough times to establish such a pattern. The prevalence of superpowered people was news to him, but, again-he's adaptable.

"Okay. Good," she says, and the corners of her lips turn up in a faint smirk. "Then don't freak out."

She closes her eyes. When she opens them, the whites of her eyes have overtaken everything else, her iris and pupil disappeared. It lasts a split second, and then her eyes fade back to normal.

He takes that split second to take on a more neutral expression, trying not to look as surprised as he is. He's gotten good at covering up surprise over the past few weeks. Or 84 years. Or whatever. Most times it doesn't even show, he's pretty sure. He hopes.

He's not sure if it works; he doesn't know if the white had impaired her vision or not. If she saw that moment of open astonishment, she doesn't address it. Just studies him. Maybe waiting for the reaction he's so carefully tried to suppress.

Finally, he says "So...that's one of your powers? Glowing eyes?"

She laughs. "No. That's what happens when I let go of dead weight. Too many abilities I'm not using can slow me down in the field. Make it hard to focus"

"Wait, you're on the ground? With me?"

She raises a brow. "Yes? Where else would I be."

"I thought you were on comms with Romanoff." He pauses, realizing how he sounds. "I mean-I didn't think-just because you recruited me, not because you're…"

Leila glances around in mock suspicion, and then leans forward. "A woman?" she whispers conspiratorially. She smirks and sits up. "At ease, soldier. It's a fair assumption to have made. But no. I'm on the ground with you."

He relaxes. "Good. Didn't wanna make you mad at me twice in one day."

She almost grins. "Oh, yeah. I was lenient the first time, but cross me again, Rogers…" She takes on a faux-menacing tone.

He nods, ducking his head to hide his grin. "Anything else?"

"Yes, actually. You seem like the martyr type, so look: if you see me get hurt, no matter how bad, don't worry. Don't do anything. I can't die. Or get hurt."

He ignores the martyr comment for now. "Yeah, a lotta guys think that."

"Sorry, was that skepticism, Soldier Boy?" She smirks again, and pulls out one of what he is assuming is multiple knives she has on her, this one strapped to her thigh. Before he can stop her, she slices her own palm open, and then holds it out for him to see.

His instinct is to reach out for it and inspect the wound, but before he can, he sees it start to heal on it's own. It's like watching a laceration in reverse-the blood that's still within the cut recedes, the skin knits itself back together, leaving only the blood that had spilled out onto her palm. She wipes it clean on her leg.

He just stares at her. "Helpful," he says finally.

She smirks.

Romanoff's voice feels very sudden when she calls out "We're here. You're up, guys."

* * *

Leila's feeling confident as she stands-not that she isn't always, but you know. Moreso than usual. More than she thought she'd be, going into the field with a semi-stranger.

As much as she prefers to stay distant in her personal life, having a rapport with someone when you're in the field is helpful. It's easier to trust someone-inasmuch as Leila trusts anyone-to watch your back. Too much doubt, too much suspicion is a distraction. If you can't take your eyes off your partner lest they stab you in the back, you end up getting stabbed in the front by someone else.

(Of course, getting too comfortable has it's downsides, too. It's a hard line to walk. As of yet, Steve is likeable, but not too intimate-a good person to work with.)

And knowing someone lets you communicate more easily, somehow. Sometimes with Natasha and Clint, all it takes is a glance to tell them what she's about to do, a nod in return to let her know they understand. The more you talk to someone, the more things can go unsaid. Even now, she and Steve stand in unison, a rhythm already established. Not too close. Not too far.

(Besides which, talking about her powers always puts her in a lighter mood. She doesn't talk about them much-for some reason, it doesn't come up much in casual conversation-but she likes demonstrating them. It might be one of the few things she likes about herself. There's other things she's proud of, but "escaped a cult" and "single-handedly took over a crime ring" aren't really things you brag about.)

The quinjet's ramp begins its descent. Leila tucks her knife back into its pocket.

What happens next happens very fast. Leila starts to turn, and glances down at the street just in time to see what Steve's seeing: Loki, standing amidst a crowd on their knees, pointing a scepter at an elderly man, who among the kneeling crowd is very literally the only one standing up to Loki. It's the same scepter from the fight at the research facility, if she's remembering right, and she probably is; she went through those pictures, looking for any clue as to Clint's well-being or lack thereof, more times than she'd like to admit.

She feels an arm around her waist at the same time she hears Steve say "Need a lift?" And she doesn't, not really, but it's easier to adapt, so she leans into him anyway as he pulls her towards him and then out of the quinjet, his shield lowered to cover their faces.

They land, and the fact that Steve is intentionally trying to take the brunt of the impact does not escape her notice. And she doesn't know if it's instinct that makes him do what he does, or if he's just still not sold on the idea that she requires no special handling. Either way, the effect is the same: the rhythm between them breaks.

* * *

Okay! So no fight scene yet. I swear to GOD that is not an intentional cop-out I just. Started writing and the pre-fight stuff ended up being about as long as my (short ass) chapters usually are. You WILL see me struggle my way through a fight scene. That's what I promised and it is what I will deliver.

In the meantime, I'd love to hear what you thought of this chapter. What did you think of Steve's POV? How do you feel about his dynamic with Leila so far? Any predictions? Theories? Concrit? I'd love to hear any feedback you have!

Also, shout-out to chasinghorizons and Mars Carter for beta-ing this chapter for me! Both of them gave invaluable feedback, and both of them have their own Marvel OC fics that you should totally check out. "What Lies Beneath" is a Bucky/OC by chasinghorizons. "Monochopsis" is a Steve's daughter fic and "Ink Blots" is a Bucky/OC, both by Mars Carter, and I am obsessed with all three of them.


	6. avengers iv

a/n: If you pick up on the Loki/Leila vibes in this, I am sorry. If there are no such vibes to speak of and it's just me, then I am even more sorry.

* * *

As soon as her boots hit the ground, Leila hears something ping off Steve's shield-presumably the energy blast from Loki's scepter. Before Steve can straighten up and reveal her presence, she falls into a back roll, deftly landing among the civilians-the movements made easier by the dais she just rolled off. _Thanks for the drama factor, old man_ , she thinks, and softly shushes the people around her.

She shoots a glance at the old man in question, the one who refused to kneel. Steve is standing now, and she uses that to her advantage, letting Loki focus his attention on Steve while she moves through the crowd.

Frankly, it would have been easier for she and Steve to jump separately if they wanted to get on either side of Loki. That said, it's hardly Steve's fault, however reluctantly she admits it to herself. They would've had to take two jets for that, or else timed their respective jumps down to the millisecond, and it's not like they knew what the scene at Stuttgart would look like before they got there.

Steve begins to approach Loki, who is getting to his feet-she assumes the energy blast must have backfired on him in the literal sense as well as figurative.

"You know," Steve says, "the last time I was in Germany, and saw a man standing above everybody else, we ended up disagreeing."

This feels a little long for a one-liner, in her opinion, but the premise of it is solid.

"The soldier," Loki says, sounding amused. "The man out of time."

"I'm not the one who's out of time," Steve replies. Much better, in terms of comebacks.

She hears Natasha's voice, slightly altered by the speaker from the jet: "Loki, stand down."

Loki pauses, making a show of actually considering it, before shooting another energy blast at the jet. The jet pivots sharply to avoid being hit, and the crowd around Loki scatters in fear. It's almost perfect timing, because she's almost directly across from Steve now, with Loki in the middle-exactly where she wants to be.

Steve throws his shield, which bounces off Loki's armor; he catches it like a boomerang and moves in closer. Meanwhile, Leila pulls out her throwing knives and directs them at Loki-one going for the chest, one for the neck. They're sharp, but not sharp enough to break through skull. Spine, though...maybe. Definitely if he were human, but she can't be sure. Of all the things they taught her at SHIELD's illustrious Academy of Operations, Alien God Physiology 101 was not one of them.

Frankly, hitting him at this range is a longshot, because despite watching and rewatching footage of his attacks on Earth, putting her rapid learning ability into overdrive, she doesn't have a tight enough grasp on his fighting style to predict where he'll be by the time the knives even reach him. He's too inconsistent, too erratic.

Long shot or not, though, Steve's surprised glance at her from over Loki's shoulder-apparently he didn't know where she was?-reduces that 10% chance to 0%, and it does not endear him to her.

Loki follows Steve's eyeline, knocks him back several feet when he gets close, then pivots and knocks Leila's knives aside in one fluid motion. He doesn't look remotely surprised to see her, just annoyed, so she can assume he knew that she was here, just wasn't expecting her to join the fight. Maybe he thought she was working a civilian perimeter. If he did, he has either vastly underestimated the extent to which SHIELD wants the tesseract back, or vastly overestimated the extent to which she cares about preventing civilian casualties.

Leila can feel the wheels in the back of her mind spinning wildly, filing Loki's every move away as a reference to what he might do next; she did that before the rapid learning, but sometimes the abilities take on a life of their own, and feel like separate entities. It's like having a machine in her mind.

"The atoner," he says. "The criminal who calls herself royalty."

She smirks. "Well, I guess we have something in common."

She gets the desired response, or at least as close to it as can be expected. Loki doesn't respond verbally, but the smile slips off his face, and she can see him tense up with anger. She pulls out her ring daggers (bad for throwing because of the uneven weight, great for close combat due to being so easy to hang on to) and runs at him.

One hand goes for the neck, the other goes for the gut. Loki dodges the former by leaning back, and blocks the latter with his scepter-but then, instead of pulling back, he locks, and Leila pulls her other dagger back up to cross with the first, pushing back against the scepter. She's grateful, not for the first time, for SHIELD's enhanced weaponry; the scepter is strong, and the man (or god, or whatever) inching it towards her forehead is even stronger.

"Kneel," he hisses.

"Only if you buy me dinner first," she replies, and kicks him in the shin.

It doesn't have the same effect it would on a human, but it does break up his rhythm as he shifts his weight to his unkicked leg.

She takes this brief moment of distraction to glance, without moving her head, over his shoulder, and sees that Steve is about to throw his shield. A good move for the moment-hit him while he's off-center-but Loki could easily duck it and let it hit her instead.

She hits the ground before that can happen, and propels herself forward using the butt of her daggers as oars. The impact between the knives and the ground throws faint sparks into the air as she slides between Loki's legs like a swing dancer, but self-propelled and with significantly less jazz music.

She actually sees the underside of Steve's shield as it flies towards Loki; she waits until she hears an impact (another clink; he must have knocked it aside) before getting up. Steve abandons his shield and runs at Loki, and she joins him as she gets up.

Steve throws a punch; Loki dodges. Leila lets the boys have at it and half-circles them until she's behind Loki, and then piggybacks him. She crosses her daggers in front of the scepter and uses it to try to wrestle it out of Loki's hands, or at least direct it away from Steve.

She's effective at the second objective, at least. There's a split-second where she realizes her mistake, thinks that she's never seen anything so blue, and then she takes the energy blast straight to the forehead.

She's stunned enough that she doesn't actually feel herself flying through the air, or hitting the concrete, or cracking her head open. She doesn't even really see it, either. Leila doesn't feel pain the way most people do, but this time she doesn't feel it at all-it's like her mind is somewhere separate from her body. It's not her usual dissociation. This feels...otherworldly. Cosmic.

And then, all at once, with an almost physical vacuuming sensation, she's pulled back into her body, and looks up.

It can't have been as long as it felt since Loki hit her, because Steve is still staring at her in horror, and although she wouldn't put past him-were he left to his own devices-to just stand there in stunned silence for an hour, she knows that Loki wouldn't let him do so.

Sure enough, Loki takes advantage of Steve's distraction to land a punch to his gut, before knocking Steve to his knees with the scepter.

"Kneel," Loki says.

"Not today," Steve replies, and it's the first time Leila's heard him sound genuinely angry.

Leila has to assume that Loki knows she's going to get back up. He might be an asshole, but he's not an idiot; getting Clint to tell Loki all of SHIELD's dirty secrets is probably the first thing he did once they were safe. He called her "the atoner," so he knows at least as much as Clint does about her past. When Loki asked Clint about her, there's no way he didn't lead with the whole "can't die" thing. Strengths and weaknesses are the first thing Loki would've wanted to know about a prospective enemy.

This being the case, Leila doesn't bother with the element of surprise that she does not have. She struggles to her feet-she's survived worse injuries than cracking her head open, and she's always moved past it faster than this. Something about his scepter either adds to the injury or weakens her abilities, because she feels like she's just had the wind knocked out of her, like there's a physical weight on her chest. It's a sensation she hasn't felt since acquiring her healing.

She's still in the process of standing up when Steve lands in a heap next to her, knocked back by Loki's scepter. He jumps to his feet instantly and holds out a hand to Leila, who is on her knees now. The aching from the impact is mostly gone now; it's more the shock that's keeping her down. She steadfastly ignores his hand and gets to her feet on her own, and suddenly the sound of AC/DC is surrounding her.

For a split second, she thinks she might be hallucinating, but no; Loki and Steve are both looking in the same direction she is, so she has to assume that they are also seeing the same thing she is: Iron Man.

He lands several yards in front of Steve and Leila, and aims his blasters or whatever at Loki, knocking him back several feet. Tony doesn't lower his weapons.

"Make your move, Reindeer Games." Stark's voice sounds slightly scrambled, no doubt because he's speaking through machinery.

Loki raises his hand in surrender, his helmet disappearing. Leila heads over to stand next to Stark, and Steve follows, standing on his other side.

Stark's weapons slide back into the various parts of his suit they were hiding in. "Good move."

"Mr. Stark," Steve greets.

"Cap'n. Princess." The faceplate of Stark's suit slides open. "Thought you could use a hand."

"We appreciate it," Steve says, nodding stiffly. Then he turns to Leila, and it kills her a little, the way his eyes soften. "You okay?"

And she almost feels bad about walking away without a word.

* * *

Here is the fight scene that was promised! I'm honestly kinda proud of how it turned out. HUGE s/o to burnsbright, who helped make this coherent. They have their own marvel fic that you should check out!

Thank you so much to everyone who has reviewed so far, your words make me smile so hard and motivate me a ton. Love you guys. And of course I'd still love to know what you think, so if you feel like leaving (another) review, please do so!


	7. avengers v

As soon as Loki is restrained, Leila takes the opportunity to pull Steve aside. Granted, maybe "aside" is a stretch; there's no real privacy in the back of the quinjet, so she keeps her voice low and hopes that Stark has the good sense to mind his own goddamn business.

"What the hell was that?" Leila hisses.

"What?"

"I told you I can't die. Literally immediately before we landed. You said you understood."

Steve squares his shoulders, clearly defensive now, which only serves to make her angrier. "Yeah, and I did," he says. "Something told me you'd never been up against...whatever that was." He gestures in Loki's direction.

He's not wrong; she's still a little unsettled by how strongly Loki's scepter affected her, like her molecules haven't quite stopped vibrating from the impact yet. Still, though.

"You let him get the drop on you," she says. "You could have been compromised. If Stark hadn't shown up-"

"I recovered," he says. He's a lot better at covering his anger than she is. His tone is a sort of strained calm, anger under a shiny veneer of 1940's gentility. It just annoys her more.

"Okay, so what about before then? When we landed? Do you think I didn't notice how you took the brunt of the impact?"

"Yeah, let's talk about that. Let's talk about how you let me take on Loki while you hid in the crowd."

"Oh, I'm sorry, did the super-soldier feel scared fighting all alone?"

"You could have gotten people killed," he hisses through his teeth. "Who's to say Loki wouldn't have seen you? Who's to say he wouldn't have aimed into the crowd? You put civilians at risk."

He's well and truly angry now-this, apparently, is the hill he wants to die on-and it's vaguely satisfying and yet infuriating all at once. "I was trying to get my best chance of taking him down," she says, a little more calmly than before (if only to annoy him), "because if we didn't? If he got away? We'd be dealing with a lot more than a few civilian casualties."

"So that's it. That's how it works? The ends justify the means?"

"I'm not a soldier, _Captain_. I'm a spy. I'm not in this for the heroics. I go in and I get the job done. You get on board with that, or you get out."

She storms away before he can answer-inasmuch as she can "storm" anywhere. Loki is only a few steps away, and she pauses in front of him.

He smiles serenely up at her. "Trouble in paradise?" he asks.

"If this is paradise, I'd love to know what hell looks like to you," she says.

He just smiles. She rolls her eyes and mumbles "Hold still."

She leans forward, bracing a palm against the wall behind him, and reaches out with her other hand to touch his face.

Taking abilities works best when she's touching an area with the most blood flow-the heart or the head. The heart is better, and in a lab setting she'd prefer it, given the unknown nature of Loki's abilities, and how they'll react with her own. But they're not in a lab-they're in a jet, and she can hardly ask him to take what has to be like 20 layers of clothes off just so she can feel him up For Science. So, the head it is.

She lets her eyes slip shut, and hears Stark's voice a moment later. "Is she touching everyone's face? Because I didn't get the chance to shave."

"No," she replies, eyes still closed. "I charge extra for groups."

She hears him snort.

It's funny; she expects Loki to fight back in some way. To turn his head, to keep talking to distract her, but he doesn't. He stays still, and it's honestly more distracting than any deflection would be. Which is probably his intention. The fact that it works just irritates her even more.

She slams the door on those emotions and lets her mind latch onto his powers instead.

It's hard to describe what taking abilities feels like; it's like trying to explain sound to a lifelong deaf person, or sight to someone who was born blind. It's a perception that exists beyond the five senses.

Loki's powers, if she had to describe them, feel...vast, and constantly moving and shifting, twisting around each other, and they sound like the loudest silence, that high-pitched whine you pick up on when it's quiet for long enough.

She knows, somehow, that she won't be able to take them; they're too deeply embedded in him, inextricable. But she can duplicate them. She can feel her very DNA shift as her cells change to more closely mirror his. The sound of Steve and Stark bickering starts to come back into focus. Loki is listening intently.

"What's the matter? Scared of a little lightning?" someone-Steve, she thinks-asks. She tries to tune him out again.

"I'm not overly fond of what follows," Loki replies.

Before she can snap at him to hold still, there's a metallic screeching sound, and she looks up just in time to see an enormous guy in a red cape land in the quinjet. She knows him from the newsreels and SHIELD's files. Thor.

Frankly, she doesn't much consider her next move; being interrupted while that deep into a duplication-especially one so complex, one that she's now realizing took exceptionally long-never does sit well with her. She's got a blinding migraine suddenly, and she scrambles out of Thor's way.

Thor grabs Loki by the throat, tears him from his restraints, and flies off. She rubs her temples. She's vaguely aware of a hand in front of her, and she's in too much pain to proud or petty about it, so she takes it, and lets it help her onto the seat behind her. She realizes a split second later that it has to be Steve's, since Stark's still got his stupid robot costume on. There's a streak of annoyance there, and a mild sense of guilt, and it actually helps her focus a little. The pain is assuaged, just a little.

She decides to keep focusing on that. Feelings. This is why she hates being interrupted; the only thing that helps her cope with the resulting migraines are focusing on human emotion, which she tries to do as little as possible.

She chooses an easy one: how much she hates Loki just then. In the past hour, she's displayed two weaknesses-one of which she didn't even know she had (fuck that scepter too, while she's at it)-in front of two men she barely knows, assuming Stark saw her get knocked on her ass earlier along with Steve. That green alien bastard didn't even give her the chance to establish herself as someone who would definitely kill them if she needed to before putting her weak points on display. Fuck that guy.

 _He also took Clint_ , she remembers. God. She doesn't even know if Clint is alive. For a split second, she allows herself to acknowledge that it matters to her if he is. Whatever. It's not like she's ready to lay down her life for him or some shit. She just has a mild preference towards him being alive over him being dead. She also has a preference towards Mexican food over Sushi but she's not gonna die if someone hands her a California Roll.

She's losing track of her train of thought. She needs to get it toge- _ow._ She remembers the headache now, but it's mild enough that she can open her eyes. She does.

The quinjet is empty, aside from Natasha in the pilot's seat. She takes a long, deep breath. The back of the jet is still broken and wide open.

"Might wanna put your seatbelt on, Princess," she hears Nat say from up front.

"Don't tell me what to do, Romanoff," she replies, before doing exactly what Nat told her to do. It's good advice, okay? Whatever.

She can't see Nat's expression, but she can almost hear her smiling. "You okay?"

Natasha's seen this happen once before. It wasn't nearly as bad that time; that was a routine power extraction of a human gifted. This is something else, and Leila's vaguely unsettled by it. She did not sign up for S.H.I.E.L.D. just to get her ass kicked by Alien-slash-Gods who won't play by the rules. Granted, she didn't have that much of a choice in signing up, but she might have tried harder to find an out if she'd known this was going to happen.

No, she wouldn't have. Whatever else it may entail, S.H.I.E.L.D. is still her best shot at finding who she's looking for.

She's still pissed, though.

"I assume the boys are on the ground fighting over their toy?"

"Yeah. You plan on joining them?"

"You know what? I'm gonna go ahead and let them handle it." If Loki does get away, she's probably going to get disciplined for it, but she can't bring herself to care just then. And as much as she hates to admit it, she'd probably be more of a hindrance than a help, given her migraine. Her eyesight is still fuzzy.

"Rogers asked if you were okay," Nat says out of nowhere. Leila glances in her direction. "Before he jumped."

"And that means I owe him?"

"No," Nat says. "But you could be a little nicer to him."

A few one-liners come to her-"I've never been nice in my life," "He's a big boy, he can handle it," "Why, because it's important to respect our elders?"

But she doesn't really have the energy to fine-tune any of them right now, so she just gives a flat "No."

Natasha snorts, and tells her to think about it. And she doesn't answer, but she keeps thinking about when she was half-blind and his hand hovered in front of her. It's not even a huge thing to do; it was probably just instinct, nice soldier boy manners or whatever. But it does make it harder to imagine being mean to him in the future. At least, not unless he gives her a reason to.

Frankly, she just feels empty, and continuing to resent him sounds exhausting.

"No promises," she says quietly. And again, she can't see for sure, but she knows this time that Nat is smiling.

* * *

S/O to burnsbright, an excellent beta and a poetic and noble land-mermaid.

EDIT: I forgot to say this because I was so excited to update, but I also wanna say, thank you to everyone who left reviews! It really does mean the world to me. I'd love to hear what anyone thinks of this chapter as well!


	8. avengers vi

When they arrive back at the helicarrier, an unofficial Loki-based summit is formed on the platform behind the bridge. Leila's not sure how Stark and Rogers convinced Thor to work with them; she assumes it involved some level of violence, if only because Steve was out-numbered two-to-one by men who seem to shoot first and ask questions later, but she doesn't care enough to ask.

Mostly, Leila would really rather just get to work on copying Loki's powers. Between what he did with the scepter and how hard it was to copy the first time, not knowing what he's capable of is making her anxious. Especially given that he's on the helicarrier with them. Staring at them, even. Through a camera, but still.

He's talking to Fury, technically, but he's clearly directing his Shakespearean monologue to them. Loki wouldn't be roasting Banner like that if he didn't know Banner was listening. _The mindless beast, makes play he's still a man._ Jesus.

Finally, Fury leaves Loki to his solitude. The God or whatever continues to smirk at them through the screen, but at least he's shutting up for the moment.

The room is quiet for a moment, and she glances at Banner. _Please don't be sad please don't have feelings please—_

"He really grows on you, doesn't he?"

 _Thank you._ She silently moves Bruce Banner into the "tolerable" folder in her brain. Then she glances at Steve pointedly, as if to say _See? This guy gets it._

Steve isn't looking at her, though. "Loki's gonna drag this out," he says. "Thor, what's his play?"

The other God-or-Whatever seems distracted, upset even. A far cry, she thinks, from the guy who tore up a plane, stole an entire person, and peaced out less than six hours ago. It's probably connected to Loki's theatrics, but she doesn't have enough context vis-a-vis their relationship to figure out the exact A-to-B causation between said theatrics and Thor's current expression. She files the observation away for future reference.

"He has an army called the Chitauri."

"Chitauri," Leila repeats. _That sounds fake._

"Yes. What about the Chitauri?"

"It sounds fake."

"I can assure you, they're very real." Thor sounds annoyed at her skepticism, which is generally a red flag for her, but maybe it's just the general situation that has him on edge, so she lets it go for now. "And they're not of Asgard, or any world known. He means to lead them against your people. They will win him the Earth. In exchange, I suspect, for the tesseract."

There's a beat. Then: "I'll take your word for it." She smiles innocently under Thor's annoyed gaze.

Steve holds up a hand. "Wait, go back. You said an army? From outer space?" There's a very clear note of _seriously?_ in his voice. Steve Rogers did not wake up from a 70-year nap only to find out aliens exist and are about to invade the Earth, Leila is pretty sure of that.

"So he's building another portal," Banner says. "That's what he needs Erik Selvig for."

"Selvig?" Thor perks up at the name.

"He's an astrophysicist," says Banner.

"He's a friend." For some reason, Thor hadn't struck Leila as the type of person to have friends. Maybe that's because all she's really seen of him is from when he-again-tore a plane open and stole a man from inside it.

"Loki has him under some kind of spell," Natasha interjects. "Along with one of ours."

She and Leila share a glance. _One of ours._ It's been harder to almost-kind-of-forget about Clint since she admitted to herself that she wants him to be alive, so she's probably never doing that again.

"I wanna know why Loki let us take him," Steve says. "He's not leading an army from here."

Leila points at him in agreement. May as well get a headstart with the whole "be nicer to Rogers" thing at this moment, when he happens to be right about something. "I've met low-level gifteds with more fight in them. He shouldn't have gone down so easy."

"I don't think we should be focusing on Loki. That guy's brain is a bag of cats. You could smell the crazy on him."

"If anything, being criminally insane just makes whatever hellish powers he has even more dangerous," Leila snaps.

For the briefest of seconds, she expects Clint to chime in with some dumb comment about how maybe they shouldn't trust Leila either. She even feels her arm muscles tense so she can reach over and punch his shoulder, before realizing he didn't say it, because he isn't there. She bites the inside of her cheek.

Nope. Definitely not caring about whether someone dies, ever again.

"Have care how you speak," Thor says. "Loki is beyond reason, but he is of Asgard, and my brother."

"He killed 80 people in 2 days," Natasha points out.

"...He's adopted."

Leila has to restrain herself from rolling her eyes. Forty people in two days? _Weak_. Before SHIELD, Leila once killed a good 200 people in a single night. Granted, she had some minimal help, but then, so did Loki.

Her parents, she muses, would probably have wanted to distance themselves from her too after that, if they hadn't been two of the people she killed. Then again, it's hard to imagine how much more distant they could have gotten from her, compared to how they were before then.

Banner draws the conversation back to the science shit. "Iridium, what did they need the iridium for?"

"It's a stabilizing agent." The five of them-six of them if you include Maria Hill, who's been silent so far, if attentive-look over in unison at the sound of Stark's voice to find him walking in with Coulson. He'd been escorted off upon their arrival so he could take his armor off somewhere. Frankly, it took longer than she'd expected.

Tony says something inaudible to Coulson before splitting ways with him as Coulson goes to supervise the bridge, and Tony approaches the table.

"Means the portal won't collapse on himself like it did at SHIELD." He turns his attention to Thor-"No hard feelings, Point Break; you've got a mean swing"-and then pivots back to the iridium. "Also, it means the portal can open as wide, and stay open as long as Loki wants."

Next, Tony turns to the crew. "Uh, raise the mid-mast, ship the topsails…" Leila watches his antics with a smirk. He's funny, she'll give him that, although she's not sure the rest of their little board meeting agrees.

He turns back to the table after a monologue of smartassery and dives back into the science debate with no preamble. "The rest of the raw materials…"

Leila does her best to follow it, so when she feels she has enough of a layman's grasp on the situation, she stands up.

"Okay, so I'm done with this conversation," she says, cutting into the middle of Tony's sentence.

"Nobody's keeping you here," Tony shoots in her direction. "Just make sure to tell Principal Fury you're dropping out."

She ignores him. "Hill, did you get something from Loki that I can use?"

"We have hair strands and a small blood sample," Hill says. "We didn't want to risk a full biopsy; we just wanted him secured as quickly as possible."

That's fair. More than she was expecting, really. "I need someplace quiet." Sometimes when there's a lot going on, the helicarrier gets busy. Loud. Like when they're holding a God prisoner, for example. And she'd really like to get this done without interruption. One skull-splitting migraine is enough for the day, she thinks.

"You could use the lab," Banner suggests. "I won't be in for a bit, and I don't make much noise, believe it or not."

Leila glances at him. Definitely tolerable. "I'll hold you to that," she says, and follows Agent Hill out of the room.

* * *

To his credit, Banner _is_ quiet. If it had just been the two of them, things probably would have been fine. Just beeping machinery, quiet footsteps. White noise.

Unfortunately, Stark-who has apparently been asked to stay on for the time being by Fury-has no such reservations.

Sure, at first it's okay. They talk to each other about more science shit she neither understands nor cares about. Easy to tune out, even if Stark's voice is louder than she'd prefer. Frankly, if she wasn't trying to focus on Loki's powers, she probably wouldn't mind at all. There are very few people Leila finds actively enjoyable to be around, but honestly, she gets a kick out of Stark. He's funny, and she enjoys watching someone give exactly as few fucks about SHIELD as she would like to. At any other moment, she probably wouldn't be annoyed, or at least less annoyed than her baseline level of annoyance. Timing really is everything.

"Keep it down," Leila says, too focused on the blood container in her hand to be snarky about it.

"Oh, sorry. I can see you're doing very important, world-changing science there, princess," Tony says in a stage whisper.

"Tony," Banner says, a gentle reprimand. Another point in his favor.

"I need to focus," she says.

"Is that what the bad guys do in the field? Just wait for you to genetically strip-search them?" Interestingly, he doesn't actually sound like he's mocking her this time—at least, not completely. He seems to actually be looking for an answer. He's _curious._

She looks up despite herself. "With most gifteds, no. It usually only takes a second or two."

"Sorry, 'gifteds'? Is that what they're calling people like you?" At her affirmative facial expression, he adds "That's a stupid name."

"That's what I said!" She sits up, feeling vindicated. "Thank you!"

"So Loki…" Bruce says, presumably before she and Tony can start brainstorming better names for people with superpowers, which is, frankly, a reasonable concern.

"Loki is...different. You know that theory about how our brains are like supercomputers?"

"You mean that pop-biology shit from daytime talk shows?" Tony asks. "I've heard of it, yeah."

"Great. Pretend it's true. Some powers take up more space than others. Bigger files take longer to transfer."

"And that's a big file," Tony says, gesturing to the serum bottle in her hand.

She holds it up. "I don't even know if it'll fit."

"Well, you know, they make exercises for that."

 _Better than 'that's what she said,' at least. Props for that._ "I can't imagine that information would ever have been relevant to you, Stark."

Stark just smirks, looking vaguely impressed, and turns back to Banner. Leila turns back to the vial, letting the conversation turn into background noise.

" _You know, you should come by..."_

" _Thanks, but last time..."_

" _Well, I promise a stress-free environment..."_

There's a tiny zapping sound, and then footsteps, and then "Ow!" Leila looks up, annoyed. Stark's studying Banner curiously. "Nothing?"

"Hey!" The three of them turn their heads in unison to find Rogers standing in the doorway. "Are you nuts?"

Leila gets asked that question enough that for a moment, she assumes he's talking to her. There's a split second during which she tries to figure out what could have triggered it this time before realizing it was directed at Stark, who is now steadfastly ignoring Rogers in favor of interrogating Bruce about his coping mechanisms.

"Mellow jazz? Bongo drums? Huge bag of weed?"

Frankly, she hates every single one of those things, and yet any or all of them would be welcome at this moment if it would help her focus on Loki's powers and not the dick-measuring contest that she can feel brewing between Stark and Rogers. She'd leave the room herself, but Steve is blocking the door, and while it's not like she has qualms about pushing him out of her way (verbally or otherwise), he looks ready to kill, and she feels like drawing his attention is a good way to get dragged even deeper into the situation than she already is. So she stays. She can feel a headache coming on from her attention being split, and stops trying, rolling the bottle between her fingers as she tries to tune out the conversation.

And maybe it's good that she isn't entirely successful, because it means she picks up Stark's confession:

"I should probably look into that once my decryption programmer finishes breaking into all of SHIELD's secure files."

It's like a record scratching in her head, and she snaps back to attention, saying "What?" at the same time Steve goes "I'm sorry, did you say…?"

Stark glances at her, and he seems mildly surprised, which is both reasonable and horrible. She hardly gives off the stickler-for-the-rules vibe that good Captain does, which means it's obvious that her concern is not the same as his. Tony's a smart guy; he's going to put it together long before his program his program gets back to him. Hell, he's probably already put it together just in the last two seconds. Leila doesn't care about him finding out SHIELD's secrets. She cares about him finding out hers.

And if Stark is anything like Natasha told her he is, the fact that she doesn't want him to know something is only going to make him want to know it more. That's why he went after SHIELD's files to begin with, right? Because he knew they were hiding something.

Leila's not sure if any of this is written on her face as Stark looks at her. Her mind is short-circuiting; she's lost the ability to regulate her body language for the moment. She has no idea what he sees, and he doesn't tell her. He breaks eye contact after just a moment and turns back to Steve.

She runs through possibilities as they argue, keeping an ear open to get a bead on Tony's intentions in hacking SHIELD. He mostly seems interested in what SHIELD is hiding from him, specifically, regarding the tesseract, specifically. Her own history falls firmly outside that purview, and he's smart enough that his algorithm shouldn't pick up any irrelevancies. The only way he finds her past is if he's looking for it, and she doesn't know why he would, but giving people the benefit of the doubt has never worked out particularly well for her in the past.

She doesn't look up until she's called to do so.

"Whittaker, what do you think?"

She looks up to see Tony and Steve looking at her expectantly. Bruce mostly looks glad he's not the one being pulled into it anymore.

As a SHIELD agent, she has a responsibility to tell a superior about this conversation. But that's not the vibe she gives off either, and it would only make her look more suspicious-to Stark and, on the other side, maybe even to Fury himself, which would be another problem on her already heavy plate for the day. And she doubts anything can be done in time to prevent Stark from getting his stupid eyes on the files anyway.

"I don't care," she says sharply. "Just leave me out of it."

Steve studies her for a moment, then turns back to Stark. "Just find the cube," he says, and stalks off.

Leila stands up to do the same-maybe she can find somewhere quieter to actually do her job-and she's at the doorway when Tony calls her back.

"Hey, Princess,"

She turns, crossing her arms.

"Don't worry. I'm only interested in what SHIELD's hiding. Any dirty little secrets of yours that I come across are safe with me. Scout's honor."

This could mean any number of things-a joke at her expense, a threat, a genuine reassurance-but whatever the intent behind it, it does let her shoulders relax a little. At least she knows what's going on in Stark's mind now. At least she doesn't have to wonder about that particular puzzle piece. It's enough to let her joke about it, anyway.

She smiles. "I have no idea what you're talking about, Stark. I'm an open book. Ask anyone."

She walks away before he can say anything, but not before she sees him smirk in response, Bruce still looking flustered behind him.

* * *

EYYYYYYYYYYY

So I know this chapter kind of has the "more or less canon scene but with OC added" element to it, but I promise it's important, and I tried to make it as distinct as possible.

Thank you to everyone who's given me feedback, it motivates the shit outta me, and if anyone wants to tell me what they think of this chapter too, I would love you forever.

Also yes, I am slightly manic right now, sorry lmao.


	9. avengers vii

The on-call room is a lot quieter than the lab, which she did not anticipate. Prior experience would indicate that it should be busy. It had seemed counter-intuitive to her when she'd first joined SHIELD, but when there's a lot going on in the helicarrier, the on-call room is usually packed, the door revolving, carrying agents in and out as people work in rapid-cycling shifts, trying to get whatever rest they can in between.

Today, though, it's relatively quiet. There are a few nameless techs lounging around in the corner, playing some kind of card game, but that's it. Maybe it's because, despite the novelty of Loki's arrival, there's not actually much that can be done about the situation. Leila shoots a sharp glare at the other agents to warn them against bothering her before tucking herself into a chair in the opposite corner and tuning everything out.

She pulls the bottle out of her pocket and examines it warily, holding it at eye level for a brief moment. It feels like holding a bottle of cough medicine, somehow-it's something she knows she has to consume in some way, but very emphatically does not want to. No, that's too mundane. This is like….like being a puzzle piece and having someone try to force you to fit another one. It just feels strange and viscerally violating andwrong wrong wrong -

She slams her eyes shut and connects, once again, to Loki's powers.

It takes a moment to get through her own barriers. The last few times she tried to get in touch with these abilities, it resulted in stress and headaches and anger, and her mind has apparently decided that the correlation is causation and is making the executive decision to lock out the abilities themselves.

But there's another subconscious, natural force at play. Leila's abilities always seem to be drawn to others'. Once she gets close enough, it's hard to stop the two from connecting, much like how magnets-once they reach a certain point of closeness-move towards each other of their own accord. Taking abilities takes focus, but copying them...it's almost too easy. That's how she discovered her powers—when she realized she'd accidentally picked up a handful of other people's.

This isn't exactly the same—she can't just mindlessly duplicate these abilities like she did then. They're too vast, too complicated, and different than anything she's seen before. But that magnetic feeling, drawing her mind towards Loki's powers, is still very much there. She leans into that, and soon enough, her powers collide with his.

She recognizes the feeling from the quinjet: vast and slippery, constantly moving. But that's all she recognizes. Usually taking powers takes a moment of connection and then she's let go, back to herself, changed but with her feet on the ground.

Not now. Not with this. This one doesn't set her back on her feet. It doesn't even hold her hand, like she expected, knowing it would take longer than usual. These abilities seem to pull her in-

In where? She doesn't know. She doesn't feel like she's in any one place. She has the vague sense that she's still physically on the helicarrier, but her mind, her soul if she has one, are not present. It's like she's been sucked into the powers themselves, and that twisting feeling she sensed is now surrounding her, like being trapped in a nest of snakes, like being drowned, wave after wave crashing over her, every time she thinks she can breathe it buries her again, like quicksand, like being pulled into the vacuum of space, unable to breathe, unable to think, blood boiling and freezing at the same time, surrounded by this vast, white smothering emptiness, filling her lungs, clouding her sight-

Her eyes snap open, and suddenly she's back in the helicarrier. She has no idea how long she's been stuck in...whatever the actual fuck that was. Was it seconds? Minutes? That feels right...no. Hours? Days? Also both right and wrong. Leila's always been good at gauging time, a benign knack she's held since long before she discovered her powers, and the sudden lack of that ability to center herself is...well, it's one of the least disconcerting things about the entire situation, but maybe that's why she focuses on it, why suddenly it's all she can think about, figuring out what time it is-

She can't even run on autopilot like she usually does, her mind is moving too fast to grab on to any one single protocol. She takes a deep breath-and then another, and then a third, reassuring herself that she can breathe-and then walks herself through the process the way she would a child.

How do you tell the time? You look at a clock. Is there a clock in here? She looks around, but her vision is blurry for some reason. Maybe a watch. She looks down at her wrist. It looks like there's something attached to it. She picks it up, mechanically, and holds it at eye level. Yeah, that's a watch.

It's been...she doesn't know. She can't remember when she came into the room.

Okay. 5:38. That feels like a couple minutes. That feels right. Not right-but-wrong. Just right. Okay. She can figure out time again. Good. Why is her vision blurry? Why is she so lightheaded?

She reaches up to her neck and feels her pulse. Her heart's beating rapidly; that explains it. If she wasn't immune to injury, she'd want to see a doctor about it. Honestly, she's not convinced she shouldn't anyway, since it's a day of firsts, and she can't rule out the possibility that Loki's powers somehow negated her own existing ones.

She wants to close her eyes, but there's still a part of her that's terrified that she's going to go back into that...place, so she keeps them open instead, staring at the floor as she breathes in and out slowly. She tries to think happy thoughts, things that genuinely relax her. Long showers. Thunderstorms. Train rides. Bodega cats. Really ugly novelty keychains.

Okay. That's better. She can see again.

When she looks up, she's suddenly aware of how cold she feels. Her face feels clammy, as if a fever's just broken.

But she's aware. She's lucid. All her faculties are functional.

What now?

Well. There's no instruction manual for what just happened, so she has to proceed as though it didn't, as though the duplication went as expected. What would she do, if it had? If she'd just taken a gifted's powers, without knowing what they actually were, in a lab setting (as it were) as opposed to a combat one?

She'd explore. She'd try to figure out what the abilities were, how they worked.

She doesn't want to do that now, but she has to know. Not just because it's her job. Whatever these powers are, whatever this thing is, it's inside her now. If she lets go of them without understanding them first, she'll just have to take them again, which she emphatically does not want to do. But she sure as hell can't keep them without understanding them, either.

So she reaches out. Tries to decipher the changes these powers have made to her. Tries to figure out what she's now capable of. It's like reaching inside herself with a microscope, trying to find anything foreign-

There. Strange. It feels like it...clashes. Not with her other powers. With itself. Like two genetic elements sloppily stitched together by a high school home ec student. They don't match, they don't quite fit .

Let's see….what does she know about Loki's abilities already? Sometimes pattern matching helps. General enhanced abilities-stamina, speed, agility, etc. Illusions...there they are. They feel slightly off-kilter, like they weigh lighter or heavier than they should, but they're there. Something...cold. Cryo? Maybe. Then something that feels...sort of slippery, in the same venue of the illusions-

Wait, what the fuck ?

There's that something else again, the other half of the powerset, the one that was grafted on, and she can't get a read on it, but it feels unsettlingly foreign.

She sighs, stands up, and slips the blood vial back into her pocket. Back to the lab. Well, a lab.

She's almost to the door when one of the techs from the corner calls out "You okay?"

She turns her head. The one who spoke seems innocent enough; his buddy seems amused. For some reason, it makes her blood boil, and were she not in such a hurry, she might press the issue.

"Talk to me again and I'll use that card to slit your throat," she says instead, and walks out.

* * *

The helicarrier holds more than one lab. There's three that Leila knows of, although she wouldn't be surprised to learn about a fourth. The one currently occupied by Banner and Stark is the smallest one, which is presumably why Fury put them there. No fewer resources to hinder their work, just less floor space.

No. There's another lab on the port side, larger and probably busier, which is why Leila didn't go there to duplicate Loki's powers. But it's the one she seeks out now, because it'll require less explanation as to what she's doing.

Sure enough, the lab is busier than usual, with several handfuls of scientists in identical white lab coats gathered in clusters around...whatever. Leila scans the room, zeroes in on one she recognizes, and grabs him by the arm.

Dr. Jahan Shirazi seems reluctant to turn around from whatever nerd shit he's looking at, but does so anyway, his eyes widening slightly when he sees her. Leila never comes into the lab unless explicitly asked. Until now.

Shirazi glances behind her at the door, as if looking for someone else who can explain her sudden presence, before turning back to her. "I-sorry, did Fury send you down here? He didn't-"

"No," she cuts him off. She releases his arm, now confident that she has his attention. "I came here myself. I need you to get me into the Janus System."

"You're not cleared for that."

"I know that, hence my asking you to get me in." She narrows her eyes at him. "It's an emergency."

"Look, Agent-"

She reaches out, grabs his arm again, and pulls him away from the crowd, then hisses "I copied Loki's powers" through gritted teeth, digging her nails into him for good measure.

Shirazi's eyes go wide, and then narrow, finally understanding.

"Okay," he says. "That's an emergency."

* * *

Leila watches with arms crossed, bouncing her heel impatiently as Shirazi logs into the system. Part of her feels like it's stupid that she doesn't have clearance to do it herself, given that the program was written around her, specifically-but then again, she can't fault SHIELD for wanting to limit her access whenever possible. It's not like she's standing there out of some righteous conviction in their mission, or whatever.

Shirazi steps aside when the opening interface pops up, and Leila steps up to the screen. There's a life-size outline of a hand in the center of it, sort of like the lines around where the body was at a crime scene. She lays her hand on the outline, matching it carefully.

A light moves down the screen as it scans, and then the words "SNOW WHITE: IDENTITY CONFIRMED" appear above her hand. A moment later, in smaller text, the words "please do not remove hand from screen" come up. This is also stupid-she knows what to do, none of them are going to forget-but she ignores that, too.

It scans her several more times, in different colors, looking at different data sets, and then tells her to remove her hand. She does so, and steps back.

A small rectangle pops out of the side of a machine, the same way a disk drive would-still attached, but ejected. There's a hole in the center. She slips her finger into it, and there's a sharp prick before the screen tells her to remove her finger. She does that, too, watching idly as the small wound heals, while the machine scrubs her current DNA against prior samples-the first one they took when she joined SHIELD, one they took after forcing her to let go of all her abilities during the preliminary tests after the academy, and various others taken while holding different power sets.

It's a way to try to gauge what abilities might be hiding. They usually do it as a matter of course when she takes new powers-she reports to this room after every debriefing for every mission, sometimes even when nothing about her powers have changed, just out of thoroughness-but it's rarely been necessary to her using or understanding them practically.

She and Shirazi lean over the screen in unison, waiting for the system to tell them anything. It seems to sit on "Analyzing…" for ages.

Finally, the words "Analysis Complete" flash briefly on the screen before several data sets pop up-some boxes with text, a few diagrams. Most of the screen is taken up by an enlarged image of a strand of DNA.

Leila steps back, letting Shirazi handle it from there. He steps forward, using the touchscreen to manipulate the diagram, turning it this way and that. He brings up various dialogs, reading whatever jargon they have for him. It seems to take forever, but then, finally, he steps back and looks at her.

"Well?"

"I don't know," he says. "I've never seen anything like it."

"You've seen Asgardian DNA, right? In New Mexico."

"Yeah. Whatever you took, it's not a match. It's...there's a strain of something mildly similar, but then there's something else-"

"Like two power sets spliced together?"

"Exactly."

Well. That's vindicating, if a cold comfort.

Leila drags a hand through her hair and glances at Shirazi again. Despite his calm, professional tone, he's looking at her like she's a bomb about to go off. He's not literally holding his hands up and backing away slowly, but his facial expression tells her he's thinking about it.

She can't blame him, frankly. She has no idea what this, this thing is inside her, but whenever she stops to think about it, it feels wrong, it feels like sandpaper on the inside of her skin, she wants to tear herself open to get it out of her.

"Sorry I couldn't be more help, kid," Shirazi says, and he sounds sincere, although she doubts that regret is out of altruistic concern for her well-being.

She slams her eyes shut.

"I'm gonna go talk to Fury."

* * *

Hey guys! A couple notes:

One: This chapter was originally a lot longer, but I decided to split it into two parts. The second part should be up in a few days.

Two: To be honest here, I'm kinda...guessing at the timeline when it comes to Leila figuring out what time it is. The battle in Stuttgart took place at night in Germany. We don't know what timezone the helicarrier is in, but I'm assuming it took a few hours for the quinjet to get back to it. And in the Avengers script, the argument in the lab right before Clint's attack takes place in the morning, and we can assume it's mid-to-late morning because the sun is up outside when we see Clint arrive outside and in the scenes immediately after the argument. So I put Leila's actions here at earlier in the morning, when the sun is still coming up.

Three: A very smart reviewer pointed out that Leila copying Loki's abilities is complicated by the fact that a lot of them are due to magic, not inborn abilities. But I still wanted her to be able to replicate his illusions because I wanted her to have something that is A. relatively unique to Loki, and 2. that she knows that he has and can identify, for her to use as a reference marker for her confusion at what comes next.

So my going theory right now is that using Asgardian magic for long enough-say, a thousand years or so-changes you fundamentally not in any hugely noticeable way, but the magic sort of settles into your cells, causing a change in your DNA that is replicable by Leila.

Anyways! This is off-topic but since I posted this on Christmas, I will add: to people who celebrate Christmas, I hope it's a good one! To people who don't, I hope it's a good day anyway!

And as usual, thank you for all of the lovely reviews, you guys are real ones!


	10. avengers viii

Hill doesn't answer when Leila pages her to ask where Fury is. When she pages Fury directly-which she's really not supposed to do, but she feels like the situation merits an exception-he doesn't answer, either. Which is more annoying that she thought it'd be. So she heads to the bridge, figuring that as the most likely place to find the Director, or someone who knows where he is, and therefore the best place to start looking.

She keeps paging them along the way. Hill, Fury, Hill, Fury. Every time the page doesn't go through it makes her more and more annoyed until she finally hits angry and then gets almost to infuriated. It's good that she reaches the bridge when she does; she might've broken her pager otherwise.

When she arrives, the first thing she sees is Thor talking to Coulson, and she balls her hands into fists. "Infuriated" has been reached. For some reason, it feels natural to push some of the blame for this onto Thor's shoulders, maybe because he's the nearest thing to Loki she can find at that moment, but also because he has to know something about this, right? He has to. _Someone_ has to.

She hasn't even made it to the catwalk yet when Fury steps out of the shadows to join the conversation, and she tries to listen to what they're saying-the more information she has, the better-but her anger is drumming in her ears and it's all she can do not to explode right then and there.

She finally catches herself, finds herself back to earth when she's near enough to talk to them.

"Loki is a prisoner," Thor is saying.

"Then why," Fury says, "do I feel like he's the only person on this boat that wants to be here?"

"Because he is," Leila says before she can stop herself. The three men turn in unison to look at her. All of them had to know she was there-Coulson and Fury are spies and Thor was facing in her direction-but they seem surprised all the same, maybe because of how pissed she assumes she must look.

Although her comment is in response to Fury, her eyes are locked on Thor as she approaches him.

"Your brother is hands-down the most powerful being I've ever come into contact with," she says, barely managing to keep her voice low. "I have his powers inside me right now, and I _still_ don't know what he's capable of, so I want to know right now-what are you hiding?"

Thor looks genuinely confused, albeit defensive. "I've hidden nothing. Why would I?"

"I dunno, you tell me. Tell me why your DNA doesn't match his, for example."

"You were there when I told you, he's adopted-"

"From where? From where, Thor?" A feral smile creeps onto her face. "His DNA doesn't just not match yours, it's not Asgardian, it's not even-" She clenches her jaw. She's too angry to put the whole "spliced DNA or something" situation into words.

"It's frost giant," Thor says, sounding annoyed now. "Loki is of Jotenheim."

"Not good enough," she snaps. "Your brother is holding a bomb inside of him. I know, because I'm holding the same one, and I don't know anything about it, so I'm gonna ask you again-" and here she steps up, shoving his chest to make her point-"what aren't you telling us about him?"

She feels a hand on her shoulder, she's not sure whose and she doesn't care. Thor's squaring his shoulders, trying to intimidate, ready to fight if she pushes it that far, and oh, she's tempted-

"Whittaker," she hears suddenly, and she gets the sense from the tone of voice that it's been said a few times. It's Fury's voice, and she whirls around to face him, ready to tear into him too, for what reason she hasn't decided-

"Let go," he says sternly. "Let go of Loki's powers. That's an order."

She doesn't think through the logic of his instruction just then. She doesn't realize until then that it really is her best option-there's clearly no understanding Loki's abilities, at least not via her holding onto them, and it's obviously having a detrimental effect on her. Really, she should've dropped them as soon as the lab results came back, but she's so angry, she wasn't thinking.

She doesn't think about any of that until later. In the moment, all she thinks is _Oh thank God_ , there's an out, she doesn't have to carry this...whatever is, anymore.

She closes her eyes for a moment, breathes in and out slowly-it's hard to focus with that white-hot rage in her, and even when she does, these abilities seem to stick to her for a moment, unwilling to let her go. But unlike taking them, it doesn't take much effort to shake them off. She opens her eyes, and there's that split second of white light before the world comes back into focus.

Not just visually. Emotionally. Psychologically. The rage and frustration and fear that had built up since first taking the powers simmers down.

She takes a few deep breaths. She's not sure what to say now. She feels the vague need to apologize, but it's not really in her character.

"You seeing clearly now?" Fury asks her, giving her a stern look.

She nods. "Yeah. I-yeah."

She glances over at Coulson and Thor. Coulson looks openly concerned. Thor looks confused-albeit still a little defensive, but mostly confused. She's not sure which one is worse.

She nods in their direction, hoping to convey "I'm fine, also sorry I guess. Not that sorry, but like, baseline level of sorry necessary to exist as a functional member of semi-polite society. But that's it."

Then she turns back to Fury. "Where's Romanoff?"

* * *

Fury has Leila make the call to Natasha herself. She thinks maybe he just wants to make sure she really is sane again, which is reasonable.

It's normal for Natasha to answer comms almost immediately, so it's no surprise when she does it this time.

"Romanoff."

"It's Whittaker. I-" she clears her throat. "Fury needs you to talk to Loki. He's hiding something. He's…"

"Too powerful?"

"Very much so. He shouldn't have let us take him. We need you to get in his head. See what he's planning."

"On it. I'll get back to you ASAP."

"Great. Thanks."

She hangs up, and glances back at Fury, as if to say _see? I'm fine._ Fury nods in response. She is, for the moment, dismissed.

She decides to go find a vending machine. Sharing candy is, in her experience, a decent replacement for verbal apologies, casual enough to not be misconstrued as actual remorse. More of a "we good?" gesture. She's not sure what kind of candy Asgardians have. She doubts SHIELD's vending machines carry them.

Maybe Thor likes gummy bears. Can't hurt to find out.

* * *

Me: Yeah I have the next chapter already done I'll have it up in a couple days!

Me: *doesn't update for a month and a half*

Sorry lmao. I noticed a plot hole that needed patching up before I published, and I've been dealing with some kinda heavy shit IRL that's kept me from doing said patching.

I wanna be like "luckily, the next chapter is almost already done" but uh, that's...what I said last time and...welp. Anyways I WILL try to get that one up soon, hopefully within the next week and super hopefully within the next month.

Love u guys, thanks for your patience, also thank you to everyone who reviewed, you guys are the true MVPs and I hope you guys have an amazing hair day or a really good meal or something.


	11. avengers ix

Thor likes gummy bears.

At least, he says he does. Leila's not completely convinced. She thinks he probably just, like, tolerates them, going by his body language. But that's a good sign. He's making an effort to like candy she has offered him. It means he's accepting her white flag, apparently having picked up on the fact that it's as much as he's going to get.

Besides which, there are very few things that Leila would describe as "delightful," but watching Thor hold tiny little candies in his enormous beanstalk-giant hands is definitely one of them.

He's standing awkwardly by the wall in the bridge next to her. She's leaning against the wall, like a normal person. Which is a wild dichotomy, because...sure, Thor isn't normal by human standards, but she gets the sense that he's a good example of normal where he comes from. Your garden variety Asgardian. Aside from being royalty, but maybe that just means he's more normal, because maybe royalty is what decides what is and is normal. Like how presidents and first ladies define the fashion of their respective genders during their tenures.

Meanwhile, Leila, compared to your garden variety human…well.

"So," she says, gesturing to the room, covered with touchscreens running programs at top speed. "Do they have stuff like this on Asgard?"

"Not for generations," he says. "We outgrew your technology before I was born."

"Huh." Not the answer she expected. Given the clothing, she expected Asgard to have the same level of technological advancement as a Renaissance Fair.

"So tell me this," she says. "How did your Apple advance and your Chanel didn't? Did you take all the energy we put into textiles and apply that to tech? Or are you guys just in the middle of some kind of 800's revival?"

Thor glances at her, as if trying to parse at least a single word of what she just said, and her lips turn up in a half-smirk. Before he can answer, though, Leila hears comms click on and turns away, touching a hand to her ear to indicate the situation to Thor.

"Loki means to unleash the hulk," Natasha says without preamble. "You guys keep Banner in the lab, I'm on my way. Send Thor as well."

Leila looks up to see Fury storming over. She watches him pass wordlessly through the entryway to the hall next to them. Then looks back at Thor and jerks her head in Fury's direction before trailing after him.

Thor follows, shooting a quizzical glance in her direction, an eyebrow raised.

"Loki's planning on getting Banner to hulk out," she says by way of explanation. She assumes he's been briefed on the Hulk situation, and his nod of understanding confirms it.

"Let me be clear," Fury says without turning to face them or breaking pace at all. "Under no circumstances can we allow Banner to turn."

"Yes, sir," Leila says, and she really can't be assed to be sarcastic about it. Her mind is too busy racing. Okay, that play makes sense, she supposes. Divide and conquer. But how does Loki plan on doing it? Banner doesn't seem like an edge case; if anything, he's the most chill guy on the helicarrier. It's not like Loki can harass him from his glass cage.

Maybe that's why he was going so hard on him through the camera, she thinks. She knew they were watching; maybe that was attempt #1.

So what's attempt #2?

She shakes her head. She has to assume Nat has more information that she gave on comms.

When the three of them arrive at the lab, Fury pauses after entering, which is unusual. She's never known him to be easily surprised-

 _Oh._

Tony and Bruce have congregated around Loki's scepter, clearly focused on it instead of the tesseract.

Right. She never did tell Fury about their detour. To be fair, she's not actually sure how the scepter comes into play with that, so she can't really feel that bad about Fury being caught off guard.

"What are you doing, Mr. Stark?" Fury demands. Yeah. Anger sounds more like him.

"Uh...kinda been wondering the same thing about you," Tony says.

"You're supposed to be locating the tesseract."

"We are," Banner pipes up. "The model's locked and we're sweeping for the signature now. When we get a hit, we'll have the location within half a mile."

"And you'll get your cube back," Tony adds. "No muss, no fuss. Hey, what's Phase 2?"

There's a clanging sound, and everyone turns to see Steve dropping an enormous assault rifle onto one of the tables, looking murderous.

"Phase 2 is, SHIELD uses the cube to make weapons."

Well. That's news to her.

"Sorry," Steve adds, obviously not sorry at all. "The computer was moving a little slow."

Fury goes on the defense. "Rogers, we gathered everything related to the tesseract. This does not mean that we're-"

"I'm sorry, Nick," Tony interrupts, turning a screen around to face them. It's covered in a bunch of weapon designs; the biggest one on the screen matches the one Steve just dropped on their metaphorical laps. "What were you lying?"

Leila snorts and ignores the annoyed look Fury shoots her.

"I was wrong, Director," Steve says. "The world hasn't changed a bit." His eyes shift from Fury to Leila, and she holds up her hands.

"I didn't know about this," she says, feeling defensive for no real reason.

"Oh, yeah. And would you have cared if you did? Since you're 'a spy not a soldier' and all."

She narrows her eyes, but Natasha walks in before she can respond. Banner turns his gaze on her.

"Did you know about this?"

Natasha dodges the question. "You wanna think about removing yourself from this environment, doctor?"

"Not a bad idea," Leila says, trying to get a grip on herself. For some reason, she can feel anger building in her again, like it did when she copied Loki's abilities-not to the same extent, but it's a similar feeling.

"Shut up, Whittaker," Banner snaps, before turning back to Natasha. "I was in Kolkata. I was pretty well removed."

"Loki's manipulating you-"

"And you've been doing what, exactly?"

"You didn't come here because I bat my eyelashes."

"Yeah, and I'm not leaving just because suddenly you get a little twitchy." He gestures to the screen, almost...dramatically. It's an interesting side to him. Or it would be, if she wasn't worried about turning into a rage monster, metaphorically. Or, more pressingly, Banner himself turning into a rage monster, literally. "I'd like to know why SHIELD is using the Tesseract to build weapons of mass destruction."

There's a beat. Frankly, Leila would like to know the answer to that too, if only out of mild curiosity. Finally:

"Because of him." Fury waves an arm in Thor's direction.

"Me?" Thor asks, at the same time Leila says "Him?" She understands Thor posing a potential threat, but not WMD-level. He's powerful in theory, sure, but in practice...after spending two minutes with him, she feels that he poses about as much of a threat to Earth as the gummy bears he held in those enormous fucking yeti hands did.

"Last year, Earth had a visitor from another planet who had a grudge match that leveled a small town. We learned that not only are we not alone, but that we are hopelessly, hilariously outgunned."

"Oh, okay," Leila says. "That's fair."

She can see Steve open his mouth to argue out of the corner of her eye, but Thor speaks before he can.

"Is it? My people want nothing but peace with your planet."

"I mean, that's pretty obviously not true at this point," she mutters.

"Loki is…"

"Adopted, I know. He might be the exception to the rule, but he's a hell of an exception."

Fury waves a hand in her direction, as if to say ' _see?'_ "You're not the only people out there. And you're not the only threat."

"And you don't seem to care to warn us about other threats…" Leila mutters.

Fury continues, ignoring her. "The world's filling up with people that can't be matched, they can't be controlled."

"Like you controlled the cube?" Steve scoffs.

"Your work with the Tesseract is what drew Loki to it, and his allies," Thor says defensively. "It is a signal to all the realms that the earth is ready for a higher form of war."

"A higher form?" Steve mutters.

"You forced our hand. We had to come up with something."

"Nuclear deterrent," Stark says. "Cause that always calms everything down."

"That's also fair," Leila says.

"I'm sorry, Whittaker, can you stop treating this like a debate?" Steve snaps at her. "Lives are at stake here."

"Lives are always at stake, Cap. That's why he makes the big decisions and I don't."

"Oh, that's why? Or is it because you just don't care?"

She glares at him, pushing herself off the wall. "Oh, and I'm supposed to believe you do? How many people did you kill in Europe, Rogers?"

He tenses. She's hit a nerve, she can tell. "That was different. We were at war."

Leila can hear other arguments going on in the room, but she tunes them out. "And so are we, apparently."

"Yeah, _now_. SHIELD didn't put this together in a day."

"It was for a rainy day."

"That you didn't know would come."

"BUT IT DID! You can't call someone paranoid if they were _right_." God. It's not even that she's passionate about defending SHIELD's honor or anything. It's just Rogers'...smugness, his sense of self-righteousness, his absolute confidence that he's the only one who's right that's getting under her skin for some reason. She wants to see him broken.

"I thought humans were more evolved than this," Thor says. Leila glares at him.

"Feel free to keep your people off our planet then," she snaps. "Nobody invited you here."

"Did you always give your champions such distrust?"

"Are you all really that naive?" Natasha jumps in. "SHIELD monitors potential threats."

"Wait, you're on that list?" Tony gestures to Steve, sparking up a new argument between them, and suddenly there are about five different conversations going on that Leila's too angry to even try to follow.

"You speak of control, yet you court chaos," Thor says.

"Chaos would be showing up on our door no matter what," she snaps. "That's the whole point of SHIELD, to contain that chaos."

"Chaos," Banner repeats, before Thor can respond. "It's his M.O., isn't it? I mean, what are we, a-a team?"

"Nobody said we're a team," Leila snaps, but Banner doesn't seem to hear her.

"No, no, no, we're a chemical mixture that makes chaos. We're...we're a timebomb."

"You need to step away," Fury says lowly, to which Stark responds by slinging one arm around Steve and the other around Leila.

"Why shouldn't the guy let off a little steam?"

Steve shoves Tony off of him, sending him stumbling into Leila, who ducks out from under his arm, dodging the sudden weight. She balls her fists, glaring daggers at each man in turn.

"You know damn well why!" Steve snaps. "Back off!"

Tony's caught his balance now, and he steps closer to Steve. "Oh, I'm starting to want you to make me."

"Big man in a suit of armor. Take that off, what are you?"

"Genius, billionaire, playboy, philanthropist."

"I know guys with none of that worth ten of you. Yeah, I've seen the footage."

Leila rolls her eyes. "We can't all be the Howling Commandos."

"Howling commandos?" Thor asks.

"His team from 70 years ago," Leila snaps at him, for no real reason.

"Ah. Well, I can say, I've fought many a battle and I've never seen a team behave as such." He gestures to the room."

"NOBODY SAID WE WERE A TEAM!" Leila snaps, at the same time she hears Steve threaten Tony with "let's go a few rounds."

Thor glances between Leila and the bickering men behind her and then laughs.

"You people are so petty," he says, an insufferable smile on his face. "And tiny."

"Oh, we're petty? Your psychopath brother is playing intergalactic risk because he _found out he was adopted_. You know what humans do when they find out they're adopted?"

"What?"

" _ **NOT FUCKING THAT**_."

Thor glowers. "Tread carefully, my lady. These humans may call you princess, but Loki is my family, and true royalty."

Leila steps closer to him, unwilling to be intimidated. "Maybe in Asgard," she says softly. "On Earth, he's nothing but a killer. Make your peace with that now, _your highness_ , because if it comes down to me and him again? I won't hesitate."

Thor looks ready to fight, and Leila tenses to dodge whatever blow she's sure is coming, but then-

"In case you needed to kill me, but you can't. I know, I've tried."

She and Thor lock eyes for another second and then turn to Banner in unison. It takes Leila a moment to process the words, make sure she heard what she thinks she heard. In the end, it's Banner's uncomfortable expression under the attention he's attracted that sells her on it. Uneasy and embarrassed and a little defensive, and painfully familiar to her.

"I got low," Banner says finally. "I didn't see an end, so I put a bullet in my mouth and the other guy _spit it out_. So I moved on. I focused on helping other people. I was good, until you dragged me back into this freakshow and put everyone here at risk!"

Banner's attention is directed at Natasha again, but he's got one hand reaching for the scepter. Leila reaches for the pistol on her hip, her mind running through possibilities. Shooting him is mostly useless, as he's just explained, but a well-aimed shot at his hand could stun him into dropping the scepter, at least. That could make him turn, though, and that's what she's there to prevent. Or was. "Under no circumstances," Nick had said, but he hadn't known Loki's scepter was there when he did.

 _Pick your poison, but do it fast._

"You wanna know my secret, Agent Romanoff? You wanna know how I stay calm?"

"Doctor Banner," Steve says slowly. "Put down the scepter."

Banner glances down and looks distinctly stunned to find his own hand wrapped around the scepter. He lets it go immediately, as though it's burned his hand.

A few thoughts click together in her mind suddenly. Loki's powers. The scepter. This sudden, irrational anger. Before she can start to think through that connection, though-before Banner can say anything-a computer behind him beeps loudly.

"Got it," Tony mutters before he heads over to join Banner. Leila files away the thought for future examination.

"Sorry, kids. You don't get to see my little party trick after all."

"Located the tesseract?" Thor asks, as if it's not completely obvious. Leila rolls her eyes.

"I can get there faster," Stark says, sounding like a child proposing a foot race.

"Look, all of us-"

"The tesseract belongs on Asgard," Thor interrupts Steve. "No human is a match for it."

"Oh, I'm sure," Leila snaps.

Tony turns to leave, almost to the door when Steve grabs his arm.

"You're not going alone."

"You gonna stop me?"

"Put on the suit, let's find out..."

Leila watches them as she briefly reconsiders Thor's statement about humans being petty.

"I'm not afraid to hit an old man," Tony threatens.

"Put on the suit."

Their argument is interrupted by a loud " _Oh, my God!_ " from Banner. Before Leila can even fully turn to look at him, there's the sound of an explosion and the room pitches, throwing everyone across the room.

She's not sure if it makes her lucky or not, but Leila's the only one that gets thrown out the door. She doesn't see it happen; her feet leave the ground and then she slams into a wall and crumples and when she looks up she's out in the corridor.

She gets to her feet quickly. This has never happened on the helicarrier, but she knows the feeling from missions on quinjets that went south. Someone or something's blown out one of the engines-given the direction of the shift, probably engine three, although with how high up they are she can't be sure.

"Put on the suit," she hears from inside the lab. Steve's voice sounds less aggressive and more...professional now. Worried, but clear-headed. The voice she imagines he used while giving orders to the Commandos. She's vaguely impressed at how quickly he can shift gears, how he moves from "fight me" to "follow me" in the course of a few seconds.

"Yep," she hears Stark say, and the two of them head out of the lab, pausing when they see her.

"Whittaker, you're with them," Fury shouts to her, but it doesn't matter. She's already fallen into step beside them.

* * *

A/N: HEY LOOK! An update that didn't take five years! Please, save your applause for the real rock-stars: everyone who reviewed the last chapter. You guys are, as our lord and savior Patrick Stump once said, the last of the real ones.

(Incidentally, that song is actually a really good snowcap song. Not now ofc, but later on as their relationship develops. You know.)

Anyways, if you guys wanted to give a review on this chapter, I'd love to know what you think!


	12. avengers x

"Stark! You got that?"

It's funny, the way that comms are working perfectly in the midst of all the chaos. Fury's voice rings clear as a bell in Leila's ear. A quiet sense of normalcy within a broiling storm. The hallway is dim and cluttered with debris, but the three of them manage to take it at a run anyway, dodging techs and sizzling wires and jumping over scrap metal and broken, flickering gadgets.

Stark responds in the affirmative. They reach a split in the hallway and Tony stops, says, "find engine three. I'll meet you there," and runs down the left hall.

Leila takes off at a run, too focused to be annoyed when Steve easily overtakes her.

"You know where engine three is?" he asks.

"I have a vague idea."

" _Vague?"_

"I didn't exactly memorize the schematics," she snaps. She almost doesn't notice when Steve passes the right turn they need to take. She reaches out and grabs his arm, tugs him in the right direction, and for a split second, she forgets to let go.

Finally, they reach a dead end. The door to portside is clearly marked, but she can tell it's sealed tightly, like an emergency exit on an airplane. She jerks her head towards Steve, in a "you're up" motion, and he steps forward.

Steve's muscles strain as he pushes it open, slowly as he fights against the air pressure from outside, and then quickly, with a sudden wide swing of its hinges letting in a gust of hot air.

There's a ledge outside, around a foot wide, with a short safety bar on the edge that starts to the left of the doorway. The part in front of them has no such guardrails, presumably to allow room for the door to open. It's just hot open air and a thousand foot drop in front of them. The engine is on the other side, a yard or so away from the ledge. She leans forward. There's a catwalk a few feet away bridging the ledge to the engine bay, but it's half broken. Of course.

"I'm out by the engine." The comms crack to life as Stark's voice rings in Leila's ear, clearly annoyed. "Did you two take the scenic route?"

"We're here," Leila replies, staring out at the engine. If she squints, she can see him on the other side, through the rotors. A flash of red and gold flickering behind the engine, set against the alice blue sky. "Just got the door open."

She and Steve share a look. He nods at her, and finally, the two of them step out of the shadows and onto the ledge.

* * *

 _ **45 Minutes Later**_

The water beats onto Leila's back like acid rain. If she turns up the shower any higher, it would burn her skin off, and she's tempted to let it. Her head is tilted away from the nozzle as she works the shampoo into a lather, her nails digging at her scalp. The water that misses her hits the porcelain tiling, congregates around her feet before finding its way to the nearest drain.

Leila's always found solace under water. There's no problem, she's found, that can't be at least temporarily solved by a long, hot shower; no unwanted emotion of which she cannot purge her mind by boiling herself alive. Even now, she finds the tension in her shoulders half-easing, the weight of the events of the last half-hour scrubbed off with the dirt, sweat and grime.

It's like meditation, or what she imagines meditation is like. She can't quite shove it all to the back of her mind, but she gets some distance from it, at least. It's not so overwhelming, so all-encompassing. The upset has space to breathe, and so does she. She doesn't have other, more pressing thoughts competing with the part of her mind racing through everything that's just happened. Instead there's a ribbon of calm lying parallel to the shock.

 _Gunshots muffled by the sound of open air whipping around her._

She finishes washing her hair and stands under the water, letting the shampoo rinse out.

 _Steve hanging over the bright blue ocean miles under them, holding on to the helicarrier by just a loose cable. His hand slipping even as she tries to pull him back up._

She takes stock of the time. Fury gave her ten minutes. She has five left.

 _THCK! THCK! THCK! The loud, rhythmic sound of Tony caught in the newly-repaired rotors, picking up speed with every heartbeat._

She rinses her hair again, because it's long enough that sometimes only one rinse leaves leftover shampoo.

 _Fury's voice clicking onto comms, buzzing faintly over all the noise._

" _It's Barton. He took out our systems. He's headed for the detention level. Does anyone copy?"_

 _Her heartbeat picking up at the idea that Clint is on the helicarrier, that he's alive, only to stop less than a moment later at the realization that she still can't go to find him._

And now she just stands under the water. Lets herself forget everything outside the showers. Just her, encased by water and steam. If she could burn her own skin off, she would.

" _Phil Coulson is down."_

 _A heartbeat._

" _Paramedics are on their way."_

 _Beat._

" _They're here."_

 _Beat._

" _He called it."_

Leila hasn't cried in years. But just then, standing under the water, for a moment, she thinks she can remember how it felt.

She gives herself a second to pull it together. It's not that big of a deal. SHIELD agents die every day. She didn't even know Coulson, not really. He was an acquaintance. A guy from work. That's all.

And yet-

No. Nothing else.

She turns off the spigot, crosses the tile, and pulls her towel off the hook.

* * *

She meets up with Steve in the hallway on the way to the bridge with a minute and a half left. His hair is dry, but it's also significantly shorter, so she can't compare herself in that respect. She's glad, though, to see he's abandoned his suit in favor of civs too. Jeans and a smart blue shirt with long sleeves. No buttons. Obviously not something he picked out himself.

She's wearing jeans and a plain blue camisole she had stashed in her locker. The colors almost match, actually. There's a "who wore it best" joke percolating in the back of her mind, but she lets it sit. Steve looks pensive, and she doesn't feel like starting another argument. It's really not that funny, anyway.

So she stays quiet, and they walk side by side in a silence that is something close to companionable. Knowing, maybe.

When they arrive at the bridge, Stark is already there at the table. Fury is looking out through the big line of picture windows. Maria Hill is standing nearby. There are a handful of leftover techs mulling around the screen area. They're not so small, even from the platform above that holds the briefing area, but the relative scarcity of them combined with how unidentifiable they all are to her makes them look like ants, wandering around aimlessly after their hill has been knocked over.

Steve and Leila take their seats quietly.

"These were in Phil Coulson's jacket," Fury says without preamble, and he turns and tosses a handful of cards onto the table. Leila doesn't have to lean to see them, and she wouldn't have to see them to know what they are. Coulson's Captain America cards. They're all stained with red. A few of them are stuck together haphazardly where Coulson's blood had dried like glue.

"Guess he never did get you to sign them," Fury adds, without looking at Steve.

If this had happened eight years ago, if it was the Leila from eight years ago, sitting at that table, looking at those cards, she would have cried, Leila thinks idly. She would have run.

That Leila died by her own hand, and she did it for a reason.

Today, her face doesn't even twitch.

"We're dead in the air up here. Our communications, location of the cube. Banner. Thor. I got nothing for you. I lost my one good eye. Maybe I had that coming."

It occurs to her, then, that Fury and Coulson knew each other for longer than she knew either of them. Their partnership probably existed long before Leila Whittaker did. She knew this; she clocked it from the second she saw them interact. But it never seemed relevant until today.

Fury pauses, as if giving them a chance to comment. No one does.

"Yes. We were going to build an arsenal with the tesseract. I never put all my chips on that number, though, because I was playing something even riskier."

He turns to face them fully. "There was an idea-Stark and Whittaker know this-called the Avengers Initiative. The idea was to bring together a group of remarkable people. See if they could become something more. See if they could work together when we needed them to fight the battles we never could."

Leila stares at the cards again. Maybe Steve should sign them anyway, once they dry. Put that in the casket instead of roses. Could be a nice gesture.

"Phil Coulson died still believing in that idea. In heroes."

His words hit her this time, penetrating her skull, hitting her mind and shooting a white-hot shock of panic down her spine. Quick as a lightning bolt. It's there and then it's gone, leaving her stunned by her own visceral reaction.

She stands up at the same time Stark does. He stalks out. Leila hesitates.

Fury looks at the table.

"Well," he says, "it's an old-fashioned notion."

Leila keeps her face blank as she studies him, then Hill, then Rogers, before she turns on her heel and leaves. Composed. Unaffected. This is who she is. This is the mould she poured herself into eight years ago, and it's served her well. Today is no different than any other day in any of those years.

She hears Steve jogging to catch up with her as she turns into the hallway. She feels like running from him, but that's not who she is and it's not what she does. She maintains her pace.

"Whittaker," he says, falling into step beside her.

"I'm going to check in on Romanoff and Barton," she says. "If you wanna go make sure Stark doesn't set anything on fire, be my guest."

He grabs her arm, gently but unwaveringly, stopping her in her tracks. Forcing her to face him. She looks up at him coolly.

"Don't give me that," he says, although he doesn't sound particularly malicious. Just very frustrated. "I saw you out there."

She can't muster the energy for a comeback. She just shrugs boredly. "Okay."

"Not on the bridge. Out by the engine. When they called it. You weren't okay. I need to know if you are now."

She studies him a moment. He's not bluffing. She closes her eyes, takes a breath and swallows hard. She hadn't known her emotions had been written so clearly on her face at that moment.

" _They called it."_

 _The world is still and quiet. Her hair whips around her face, but she barely notices. It's as though she can feel the world shifting, its weight unsettled by the sudden absence of one man's soul. Something fundamental and ancient and tectonic changing irreparably_.

 _She's vaguely aware of her facial muscles contorting, but she doesn't know how or why. Confusion, maybe. Shock. Vertigo._

 _There is a gunshot, and just as suddenly as it shifted, the world comes into focus again, and she shoves what just happened to the back of her mind violently_.

That moment still feels like a fever dream. She doesn't know how to dismiss it or excuse it. She doesn't know what it was. How do you lie about a truth unknown?

That's just it, isn't it? It's not that she feel particularly compelled to tell him the truth, but she does usually like to know it for herself before she lies. The problem is that definition of "okay" is rapidly shifting. She can't grab onto a solid concept of it to scrub against her current state of mind.

She can't give him an answer, honest or otherwise. So she changes the question. It becomes: how am I going to get this man to leave me alone?

"Did I let you die?" she asks.

"No."

"Did I let you fall?"

"No."

"Then I'm okay." She tries to jerk her arm free. He doesn't let go. Her hand reflexively reaches for a knife, before remembering she doesn't have any strapped to her. There's one in her shoe, but by the time that occurs to her, the reflex has passed.

"Tell me something, Rogers," she says. "What did they do to men in the 1940s who put their hands on women that didn't want to be touched?"

His eyes narrow, but he lets her go. "Sorry," he says. "I didn't mean it like that."

She reaches up and tugs on her hair in its ponytail, just to give her hands something to do. It's still damp. "I know you didn't." She doesn't walk away, now that she can. For some reason, she stays rooted to the spot.

"It's just that if we're going to work together, I need to know if I can count on you."

 _Work together._

 _Team._

 _Heroes._

"I'm not going to let a work acquaintance's death get in the way of saving your ass, Captain. Don't worry about it." She turns to leave.

"I'm not buying it. No one's that heartless. Why are you checking in on Barton and Romanoff, if you're so above it all? Do you think they need you? Cause that's not the impression I've gotten."

She turns back.

He's trying to get a rise out of her, she knows, although she's not totally sure why. And honestly, if he'd said something like that to her an hour ago, she probably would've decked him right then and there.

But she's tired. Her regenerative ability gives her higher energy, physically, but she's so drained emotionally that she can feel it in her bones. She's tired of everything, she's tired of this in particular, this back-and-forth from the last 30 hours. She can't stand here and have the same arguments with Steve Rogers over and over again, like some kind of endless _Groundhog Day_ loop.

"Go talk to Stark about it, Rogers," she replies. "I'm checking on my team."

She walks away before she has to reckon with his response. She's the one who got the last word, but somehow, it still feels like he's won.

* * *

A/N: What's up guys! How has everyone been? Sorry this chapter took five million years, I started a new job that's more time consuming than the last so I've been like, slowly working on this chapter on my phone during breaks whilst not being able to actually post it until now due to being a lazy b*tch when I'm off the clock. (Apparently that's called "chronic fatigue" and it's a "disability" or something? Idk I'm no government Body Scientist or whatever.)

So, I wanted to clarify something. The shower thing might seem kind of odd, but here's the thought process. When I was drafting this chapter, I initially had a line about Leila being super sweaty and gross during the meeting at the bridge, but then when I looked at screencaps of that scene, I noticed that Steve is...neither of those things. He's like well-dressed (clearly an outfit he didn't pick out himself), his hair looks freshly washed and combed, so I started speculating that he'd taken a shower between the engine scene and the bridge scene. That idea lent itself really well to exploring Leila's emotional state in this chapter, so I decided to roll with it.

Also, I hope no one is (too?) disappointed that I skipped over most of the engine scene. I kept trying to write it, but it ultimately just...wasn't very interesting on a plot level and I felt like skipping it and then using flashbacks would be a better way to convey the emotional weight.

Anyways s/o to Ava aka Mars Carter on ffnet (suethor on ao3 and tumblr) who proof-read this for me. She has her own marvel fic OC fic called Monachopsis that I highly recommend you all check out. Also, s/o to everyone who reviewed for keeping me motivated. Y'all are the best.

Speaking of, I'd love to hear what you guys think of this chapter! Concrit is always welcome. Rambling is also welcome. Whatever you feel like sharing. Next chapter we meet a new secondary OC I'm excited about, and I'm also working on a special art project for this story that I'm hoping will be done by then.

Love you all and hope you have a fantastique day!


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